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Atos

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FY2021 Annual Report · Atos
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ATMOS ENERGY CORPORATION
2021 Annual Report

Atmos Energy at a Glance

We safely deliver reliable, affordable, and resilient natural gas to more than 3 million homes and businesses.

Colorado-Kansas Division
Denver, CO

West Texas Division
Lubbock, TX

Atmos Energy Corporation
Headquarters, Dallas, TX

Kentucky/Mid-States Division
Franklin, TN

Waha Hub

Mid-Tex Division
Atmos Pipeline-Texas Division
Dallas, TX

Carthage Hub

Louisiana Division
Baton Rouge, LA

Mississippi Division
Flowood, MS

Katy Hub

Natural gas distribution areas

Division offices

Proprietary storage

Major gas delivery hubs

Financial Highlights

3 million+

Regulated distribution assets in eight states serving more than 3 million customers.

$13-$14 billion

Projected annual capital expenditures of about $13-$14 billion through fiscal 2026; 
over 80% spent on safety and reliability.

90% | 99%

6% to 8%

Earning on about 90% of annual capital expenditures within 6 months and on 99% 
within 12 months.

6% to 8% forecasted earnings and dividends per share growth through fiscal 2026.

37 years

19 consecutive years of annual EPS growth; 37 consecutive years of annual 
dividend growth.

ON THE COVER: Phillip, who works out of our Dallas Service Center, enjoys volunteering and coaching baseball, basketball and football teams in his community.

Earnings Growth

 Through System and Business Modernization

Constructive Regulatory Mechanisms Support System and Business Modernization

$13-$14 billion in capital 
investments through 2026; 
>80% allocated to safety

+

Constructive rate mechanisms 
reducing regulatory lag

=

6% to 8% consolidated EPS growth 

R AT E   B A S E   ( I N   B I L L I O N S )

E A R N I N G   O N   A N N U A L 

E A R N I N G S   P E R   S H A R E

Pipeline and Storage

Distribution

$21.0-$23.0

I N V E S T M E N T S

Within 0 – 6 Months

Within 7–12 Months

Greater than 12 Months

$12.1

$10.7

~90%

$25.0

$20.0

$15.0

$10.0

$5.0

$0

$8.00

$7.00

$6.00

$5.00

$4.00

$3.00

$2.00

$1.00

$0

$7.00-$7.40

$5.40-$5.60

$5.12

2020 

2021 

2026E

2021 

2022E 

 2026E

 Fiscal 2021 by the Numbers

$665.6 million

$5.12 EPS

$2.0 billion

$2.50 share

Net income for the fiscal 
year of $665.6 million, 
compared with adjusted 
net income of $580.5 
million* in fiscal 2020.

Earnings per diluted 
share in fiscal 2021 
increased 8.5 percent 
compared to fiscal 2020 
adjusted diluted 
earnings per share of 
$4.72,* marking our 19th 
consecutive annual 
increase.

In fiscal 2021 we spent 
$2.0 billion to modernize 
our natural gas 
distribution and 
transmissions systems.

Dividends paid in fiscal 
2021 were $2.50 
per share.

*Adjusted net income and adjusted earnings per diluted share are Non-GAAP measures. See reconciliation on Page 2.

ATMOS ENERGY CORPORATION    |     1

 
 
In fiscal 2021, Atmos Energy continued our journey to being the safest provider of 
natural gas services. We invested $2.0 billion with about 88 percent of the capital 
investment dedicated to safety and reliability projects. These investments not  
only improved the safety of our assets but also our environmental footprint. And,  
although our capital spending has increased, our average monthly bill remains one 
of the most affordable utility bills in the household.

1,100  miles 

58,000 lines

19 percent

217,000 hours 

48 percent 

 We replaced approximately 1,100 miles of natural gas distribution and 
transmission pipelines to make our system even safer and more reliable.

We replaced more than 58,000 service lines.

We have achieved 19 percent reduction in methane emissions from 2017 
reported EPA values for distribution mains and services.

We conducted 217,000 hours of safety and technical and other training in 
order to continue to provide safe and reliable service.

The percentage of electronic bills issued increased to 48 percent.

 230,000 wireless 

meters

We installed approximately 230,000 wireless meter reading devices 
and now have nearly 1.9 million, which represents approximately 55% of 
our total meters.

Non-GAAP Reconciliation — Adjusted Net Income and Earnings Per Diluted Share

(in thousands, except per share data)  

2021 

2020

Net income 

Non-cash income tax benefit 

Adjusted net income 

Diluted net income per share 

Diluted EPS from non-cash income tax benefits 

Adjusted diluted net income per share 

2      |      ATM OS  ENER GY CORPORATIO N

$ 

665,563 

$ 

601,443 

— 

665,563 

5.12 

 — 

$ 

$ 

5.12 

$ 

(20,962)

580,481 

4.89 

(0.17)

4.72 

$ 

$ 

$ 

 
 
 
 
 
 
 
 
 
 
 
 
A   M E S S A G E   F R O M   L E A D E R S H I P

Letter To Our Stakeholders

iscal 2021 was our tenth year executing our 

investment strategy of operating safely and 

F

reliably while we modernize our natural gas 

distribution, transmission, and storage systems. Over 

that ten-year period, we invested nearly $13 billion 

dollars in modernizing and expanding our natural gas 

systems. Those investments provided our natural gas 

systems the reliability and resiliency necessary 

J. Kevin Akers

President and Chief Executive Officer

November 12, 2021

to meet the human needs of our customers during 

the American Red Cross to support our neighbors in 

Winter Storm Uri, which impacted our service 

Louisiana in the aftermath of Hurricane Ida. Finally, 

territories in February. We invested $2.0 billion in 

during our annual Week of Giving in September, our 

fiscal 2021 with approximately 88 percent of that 

employees generously pledged over $800,000 in 

capital investment dedicated to safety and reliability 

donations to benefit No Kid Hungry, United Way and 

projects. We also replaced 1,100 miles of distribution 

The Salvation Army. Atmos Energy will match our em-

and transmission mains and over 58,000 service 

ployee pledges, which will support the important work 

lines. Finally, these capital investments enabled us to 

these agencies do every day.

make progress towards reducing methane emissions 

50% by 2035 from 2017 levels for EPA-reported 

Financial performance

distribution mains and services. Through the end of 

Earnings per diluted share for fiscal 2021 was $5.12, 

fiscal 2021 we have achieved an approximate 19% 

which was an 8.5 percent increase compared to fiscal 

reduction. As a result, our system is safer and more 

2020 adjusted earnings per share and our nineteenth 

environmentally responsible.

consecutive annual increase. Net income was $666 

million, of which our distribution operations contrib-

Building resilient communities

uted 67 percent. During fiscal 2021, rate outcomes 

The resources we invest in our Fueling Safe and Thriv-

increased our operating income by $186 million and 

ing Communities campaign help build strong, resilient 

we benefited from net customer growth exceeding one 

communities. In fiscal 2021, we donated over $14 

percent. We raised over $3.4 billion of debt and equity 

million to support our friends and neighbors in need 

financing in fiscal 2021 that we used to support our 

throughout our 1,400 communities. We provided 

capital spending program and strengthen our 

funding that supplied 30,000 backpacks, lunchboxes, 

financial profile, including $2.2 billion of interim 

and water bottles. Through our Share the Warmth 

financing issued to pay for the gas costs incurred 

program we provided energy assistance to over 9,000 

during Winter Storm Uri. We finished the fiscal year 

customers in need and we donated $1 million to 

with a very strong financial position with total liquidity 

*Adjusted earnings per diluted share is a Non-GAAP measure. See reconciliation on Page 2.

ATMOS ENERGY CORPORATION   |     3

A   M E S S A G E   F R O M   L E A D E R S H I P

Investing in Safety

Investments Drive Rate Base Growth which Drives Earnings per Share Growth

6% to 8% Annually

$7

$6

$5

$4

$3

$2

$1

$0

 $7.00-$7.40

$5.12

2021 

2026E

Key Assumptions 

•   Capital expenditures of $13 - $14 billion 

through fiscal 2026, financed with a blend 
of long-term debt and equity

•   Maintain existing regulatory mechanisms for 

infrastructure investment

•  Normal weather
•   O&M expense inflation rate of 3.0% - 3.5% 

annually

•   Approximately $7 billion to $8 billion of 

incremental financing through fiscal 2026

of $2.9 billion and an equity capitalization of 60.6 

the end of fiscal 2021 to between $21 billion and $23 

percent, excluding the interim winter storm financing. 

billion by the end of fiscal 2026 at a rate of between 

Outlook 

11 percent and 13 percent per year. Accordingly, 

we project earnings per diluted share and dividends 

System modernization is an ongoing effort that 

per share will increase at an annual growth rate of 

requires significant capital investments and 

between 6 percent and 8 percent through fiscal 2026. 

partnering closely with regulators and customers to 

Our guidance for earnings per diluted share in fiscal 

achieve balanced regulatory constructs. Our portfolio 

2022 ranges between $5.40 and $5.60. 

of regulatory mechanisms provides for the accelerated 

recovery of investments in safety that support our 

Fiscal year 2021 marked another successful chapter 

ability to continue to increase our capital spending. 

in our journey to becoming the nation’s safest provider 

Our capital spending for fiscal 2022 is forecasted to 

of natural gas services. Our performance this fiscal 

be between $2.4 billion and $2.5 billion. We expect 

year leaves us well positioned for continued success 

our capital expenditures through fiscal 2026 will be 

as we enter the second decade of our organic growth 

about $13 billion to $14 billion. Our total rate base is 

strategy focused on system modernization.

expected to grow from approximately $12.1 billion at 

4      |      ATM OS  ENER GY CORPORATIO N

10K FINANCIALS

116 PAGES

 
(Mark One)
Í

‘

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2021

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from

to

OR

Commission file number 1-10042

Atmos Energy Corporation

(Exact name of registrant as specified in its charter)

Texas and Virginia
(State or other jurisdiction of
incorporation or organization)

1800 Three Lincoln Centre
5430 LBJ Freeway
Dallas, Texas
(Address of principal executive offices)

75-1743247
(IRS employer
identification no.)

75240
(Zip code)

Registrant’s telephone number, including area code:
(972) 934-9227
Securities registered pursuant to Section 12(b) of the Act:

Table of each class

Trading Symbol

Common stock No Par Value

ATO
Securities registered pursuant to Section 12(g) of the Act:
None

Name of each exchange
on which registered

New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes Í
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 ‘
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 sub-
ject to such filing requirements for the past 90 days. Yes Í

No ‘

No ‘

No Í

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 Í

No ‘

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer Í 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report. Í

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ‘
The aggregate market value of the common voting stock held by non-affiliates of the registrant as of the last business day of the registrant’s

No Í

most recently completed second fiscal quarter, March 31, 2021, was $12,737,499,573.

As of November 5, 2021, the registrant had 132,425,817 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Definitive Proxy Statement to be filed for the Annual Meeting of Shareholders on February 9, 2022 are

incorporated by reference into Part III of this report.

TABLE OF CONTENTS

Glossary of Key Terms

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.

Item 5.

Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.

Item 9A.
Item 9B.

Item 10.
Item 11.
Item 12.

Item 13.
Item 14.

Item 15.
Item 16.

Part I
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases

of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis of Financial Condition and Results of Operations . .
Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in and Disagreements With Accountants on Accounting and Financial

Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part III
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . .
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part IV
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

99
103

Page

3

4
16
22
22
23
23

24
25
26
40
41

95
95
97

97
98

98
98
98

[THIS PAGE INTENTIONALLY LEFT BLANK]

GLOSSARY OF KEY TERMS

Adjusted diluted net income per

share . . . . . . . . . . . . . . . . . . . . . . . . .

Non-GAAP measure defined as diluted net income per share before

the one-time, non-cash income tax benefit

Adjusted net income . . . . . . . . . . . . . . . Non-GAAP measure defined as net income before the one-time,

non-cash income tax benefit

AFUDC . . . . . . . . . . . . . . . . . . . . . . . . . Allowance for funds used during construction
AOCI . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated Other Comprehensive Income
ARM . . . . . . . . . . . . . . . . . . . . . . . . . . . Annual Rate Mechanism
ATO . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading symbol for Atmos Energy Corporation common stock on the

NYSE

Bcf . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Billion cubic feet
COSO . . . . . . . . . . . . . . . . . . . . . . . . . . Committee of Sponsoring Organizations of the Treadway Commission
DARR . . . . . . . . . . . . . . . . . . . . . . . . . . Dallas Annual Rate Review
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . Employee Retirement Income Security Act of 1974
FASB . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial Accounting Standards Board
FERC . . . . . . . . . . . . . . . . . . . . . . . . . . . Federal Energy Regulatory Commission
GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . Generally Accepted Accounting Principles
GRIP . . . . . . . . . . . . . . . . . . . . . . . . . . . GasReliability Infrastructure Program
GSRS . . . . . . . . . . . . . . . . . . . . . . . . . . . GasSystem Reliability Surcharge
LIBOR . . . . . . . . . . . . . . . . . . . . . . . . . . London Interbank Offered Rate
1998 Long-Term Incentive Plan
LTIP . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mcf
MDWQ . . . . . . . . . . . . . . . . . . . . . . . . . Maximum daily withdrawal quantity
Mid-Tex ATM Cities . . . . . . . . . . . . . . Represents a coalition of 47 incorporated cities or approximately

. . . . . . . . . . . . . . . . . . . . . . . . . . . . Thousand cubic feet

10 percent of the Mid-Tex Division’s customers.

Mid-Tex Cities . . . . . . . . . . . . . . . . . . . Represents all incorporated cities other than Dallas and Mid-Tex ATM

Cities, or approximately 72 percent of the Mid-Tex Division’s
customers.

MMcf . . . . . . . . . . . . . . . . . . . . . . . . . . . Million cubic feet
Moody’s . . . . . . . . . . . . . . . . . . . . . . . . Moody’s Investor Service, Inc.
NGPA . . . . . . . . . . . . . . . . . . . . . . . . . . Natural Gas Policy Act of 1978
NTSB . . . . . . . . . . . . . . . . . . . . . . . . . . . National Transportation Safety Board
NYSE . . . . . . . . . . . . . . . . . . . . . . . . . . New York Stock Exchange
PHMSA . . . . . . . . . . . . . . . . . . . . . . . . . Pipeline and Hazardous Materials Safety Administration
PPA . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pension Protection Act of 2006
PRP . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pipeline Replacement Program
RRC . . . . . . . . . . . . . . . . . . . . . . . . . . . . Railroad Commission of Texas
RRM . . . . . . . . . . . . . . . . . . . . . . . . . . . Rate Review Mechanism
RSC . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rate Stabilization Clause
S&P . . . . . . . . . . . . . . . . . . . . . . . . . . . . Standard & Poor’s Corporation
SAVE . . . . . . . . . . . . . . . . . . . . . . . . . . Steps to Advance Virginia Energy
SEC . . . . . . . . . . . . . . . . . . . . . . . . . . . . United States Securities and Exchange Commission
SIR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . System Integrity Rider
SRF . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stable Rate Filing
SSIR . . . . . . . . . . . . . . . . . . . . . . . . . . . System Safety and Integrity Rider
TCJA . . . . . . . . . . . . . . . . . . . . . . . . . . . TaxCuts and Jobs Act of 2017
WNA . . . . . . . . . . . . . . . . . . . . . . . . . . . Weather Normalization Adjustment

3

The terms “we,” “our,” “us,” “Atmos Energy” and the “Company” refer to Atmos Energy Corporation and

its subsidiaries, unless the context suggests otherwise.

PART I

ITEM 1. Business.

Overview and Strategy

Atmos Energy Corporation, headquartered in Dallas, Texas, and incorporated in Texas and Virginia, is the
country’s largest natural-gas-only distributor based on number of customers. We safely deliver reliable, afford-
able, efficient and abundant natural gas through regulated sales and transportation arrangements to over three
million residential, commercial, public authority and industrial customers in eight states located primarily in the
South. We also operate one of the largest intrastate pipelines in Texas based on miles of pipe.

Atmos Energy’s vision is to be the safest provider of natural gas services. We intend to achieve this vision

by:

‰ operating our business exceptionally well
‰

investing in safety, innovation and environmental sustainability, and

‰ achieving superior financial results.

Since 2011, our operating strategy has focused on modernizing our distribution and transmission system
while reducing regulatory lag. This operating strategy has allowed us to increase our capital expenditures approx-
imately 13 percent per year to improve safety and reliability and to reduce methane emissions from our system.

Our core values include focusing on our employees and customers while conducting our business with
honesty and integrity. We continue to strengthen our culture through ongoing communications with our employ-
ees and enhanced employee training.

Operating Segments

As of September 30, 2021, we manage and review our consolidated operations through the following report-

able segments:

‰ The distribution segment is primarily comprised of our regulated natural gas distribution and related sales

operations in eight states.

‰ The pipeline and storage segment is comprised primarily of the pipeline and storage operations of our

Atmos Pipeline-Texas division and our natural gas transmission operations in Louisiana.

Distribution Segment Overview

The following table summarizes key information about our six regulated natural gas distribution divisions,

presented in order of total rate base.

Division

Service Areas

Kentucky/Mid-States . . . . . . . . . . . . . . . . . . . . . . . . . . .

Mid-Tex . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Texas, including
the Dallas/Fort
Worth
Metroplex
Kentucky
Tennessee
Virginia
Louisiana
Amarillo,
Lubbock,
Midland
Mississippi
Colorado
Kansas

Louisiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
West Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Mississippi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado-Kansas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Communities
Served
550

Customer
Meters
1,791,482

230

270
80

110
170

183,937
159,461
24,746
373,207
326,419

272,993
125,241
139,763

4

We operate in our service areas under terms of non-exclusive franchise agreements granted by the various
cities and towns that we serve. At September 30, 2021, we held 1,025 franchises having terms generally ranging
from five to 35 years. A significant number of our franchises expire each year, which require renewal prior to the
end of their terms. Historically, we have successfully renewed these franchises and believe that we will continue
to be able to renew our franchises as they expire.

Revenues in this operating segment are established by regulatory authorities in the states in which we oper-

ate. These rates are intended to be sufficient to cover the costs of conducting business, including a reasonable
return on invested capital. In addition, we transport natural gas for others through our distribution systems.

Rates established by regulatory authorities often include cost adjustment mechanisms for costs that (i) are
subject to significant price fluctuations compared to our other costs, (ii) represent a large component of our cost
of service and (iii) are generally outside our control.

Purchased gas cost adjustment mechanisms represent a traditional and common form of cost adjustment
mechanism. Purchased gas cost adjustment mechanisms provide a method of recovering purchased gas costs on
an ongoing basis without filing a rate case because they provide a dollar-for-dollar offset to increases or
decreases in the cost of natural gas. Therefore, although substantially all of our distribution operating revenues
fluctuate with the cost of gas that we purchase, distribution operating income is generally not affected by fluctua-
tions in the cost of gas.

Additionally, some jurisdictions have performance-based ratemaking adjustments to provide incentives to
minimize purchased gas costs through improved storage management and use of financial instruments to reduce
volatility in gas costs. Under the performance-based ratemaking adjustments, purchased gas costs savings are
shared between the Company and its customers.

Our supply of natural gas is provided by a variety of suppliers, including independent producers and market-

ers. The gas is delivered into our systems by various pipeline companies, withdrawals of gas from proprietary
and contracted storage assets and base load and peaking arrangements, as needed.

Supply arrangements consist of both base load and peaking quantities and are contracted from our suppliers

on a firm basis with various terms at market prices. Base load quantities are those that flow at a constant level
throughout the month and peaking quantities provide the flexibility to change daily quantities to match increases
or decreases in requirements related to weather conditions.

Except for local production purchases, we select our natural gas suppliers through a competitive bidding
process by periodically requesting proposals from suppliers. We select these suppliers based on their ability to
reliably deliver gas supply to our designated firm pipeline receipt points at the lowest reasonable cost. Major
suppliers during fiscal 2021 were Castleton Commodities Merchant Trading L.P., Cima Energy, LP, Concord
Energy LLC, EnLink Gas Marketing LP, ETC Gas Marketing LTD, Hartree Partners, L.P., Kinder Morgan Texas
Pipeline LLC, Symmetry Energy Solutions, LLC, Targa Gas Marketing LLC and Twin Eagle Resources
Management, LLC.

The combination of base load and peaking agreements, coupled with the withdrawal of gas held in storage,
allows us the flexibility to adjust to changes in weather, which minimizes our need to enter into long-term firm
commitments. We estimate our peak-day availability of natural gas supply to be approximately 4.4 Bcf. The
peak-day demand for our distribution operations in fiscal 2021 was on February 14, 2021, when sales to custom-
ers reached approximately 4.3 Bcf.

Currently, our distribution divisions utilize 35 pipeline transportation companies, both interstate and intra-

state, to transport our natural gas. The pipeline transportation agreements are firm and many of them have
“pipeline no-notice” storage service, which provides for daily balancing between system requirements and nomi-
nated flowing supplies. These agreements have been negotiated with the shortest term necessary while still main-
taining our right of first refusal. The natural gas supply for our Mid-Tex Division is delivered primarily by our
APT Division.

To maintain our deliveries to high priority customers, we have the ability, and have exercised our right, to
interrupt or curtail service to certain customers pursuant to contracts and applicable state regulations or statutes.
Our customers’ demand on our system is not necessarily indicative of our ability to meet current or

5

anticipated market demands or immediate delivery requirements because of factors such as the physical limi-
tations of gathering, storage and transmission systems, the duration and severity of cold weather, the availability
of gas reserves from our suppliers, the ability to purchase additional supplies on a short-term basis and actions by
federal and state regulatory authorities. Interruption and curtailment rights provide us the flexibility to meet the
human-needs requirements of our customers on a reliable basis. Priority allocations imposed by federal and state
regulatory agencies, as well as other factors beyond our control, may affect our ability to meet the demands of
some of our customers.

Pipeline and Storage Segment Overview

Our pipeline and storage segment consists of the pipeline and storage operations of APT and our natural gas

transmission operations in Louisiana. APT is one of the largest intrastate pipeline operations in Texas with a
heavy concentration in the established natural gas-producing areas of central, northern and eastern Texas, extend-
ing into or near the major producing areas of the Barnett Shale, the Texas Gulf Coast and the Permian Basin of
West Texas. Through its system, APT provides transportation and storage services to our Mid-Tex Division,
other third party local distribution companies, industrial and electric generation customers, marketers and pro-
ducers. As part of its pipeline operations, APT owns and operates five underground storage reservoirs in Texas.

Revenues earned from transportation and storage services for APT are subject to traditional ratemaking

governed by the RRC. Rates are updated through periodic filings made under Texas’ GRIP. GRIP allows us to
include in our rate base annually approved capital costs incurred in the prior calendar year provided that we file a
complete rate case at least once every five years; the most recent of which was completed in August 2017. APT’s
existing regulatory mechanisms allow certain transportation and storage services to be provided under market-
based rates.

Our natural gas transmission operations in Louisiana are comprised of a 21-mile pipeline located in the New

Orleans, Louisiana area that is primarily used to aggregate gas supply for our distribution division in Louisiana
under a long-term contract and, on a more limited basis, to third parties. The demand fee charged to our Louisi-
ana distribution division for these services is subject to regulatory approval by the Louisiana Public Service
Commission. We also manage two asset management plans in Louisiana that serve distribution affiliates of the
Company, which have been approved by applicable state regulatory commissions. Generally, these asset
management plans require us to share with our distribution customers a significant portion of the cost savings
earned from these arrangements.

Ratemaking Activity

Overview

The method of determining regulated rates varies among the states in which our regulated businesses oper-
ate. The regulatory authorities have the responsibility of ensuring that utilities in their jurisdictions operate in the
best interests of customers while providing utility companies the opportunity to earn a reasonable return on their
investment. Generally, each regulatory authority reviews rate requests and establishes a rate structure intended to
generate revenue sufficient to cover the costs of conducting business, including a reasonable return on invested
capital.

Our rate strategy focuses on reducing or eliminating regulatory lag, obtaining adequate returns and provid-

ing stable, predictable margins, which benefit both our customers and the Company. As a result of our rate-
making efforts in recent years, Atmos Energy has:

‰ Formula rate mechanisms in place in four states that provide for an annual rate review and adjustment to

rates.

‰ Infrastructure programs in place in all of our states that provide for an annual adjustment to rates for qual-
ifying capital expenditures. Through our annual formula rate mechanisms and infrastructure programs, we
have the ability to recover approximately 90 percent of our capital expenditures within six months and
substantially all of our capital expenditures within twelve months.

6

‰ Authorization in tariffs, statute or commission rules that allows us to defer certain elements of our cost of

service such as depreciation, ad valorem taxes and pension costs, until they are included in rates.
‰ WNA mechanisms in seven states that serve to minimize the effects of weather on approximately

96 percent of our distribution residential and commercial revenues.
‰ The ability to recover the gas cost portion of bad debts in five states.

The following table provides a jurisdictional rate summary for our regulated operations as of September 30,
2021. This information is for regulatory purposes only and may not be representative of our actual financial posi-
tion.

Division

Jurisdiction

Atmos Pipeline — Texas . . . Texas
Colorado-Kansas . . . . . . . . . Colorado

Colorado SSIR
Kansas
Kansas GSRS

Kentucky/Mid-States . . . . . . Kentucky
. . . . . . . . . . . . . . . . . . . . . . . Kentucky-PRP
. . . . . . . . . . . . . . . . . . . . . . . Tennessee
. . . . . . . . . . . . . . . . . . . . . . . Virginia
. . . . . . . . . . . . . . . . . . . . . . . Virginia-SAVE
Louisiana . . . . . . . . . . . . . . . Louisiana
Mid-Tex . . . . . . . . . . . . . . . . Mid-Tex Cities(6)

Mid-Tex - ATM Cities
Mid-Tex - Environs
Dallas

Mississippi . . . . . . . . . . . . . . Mississippi(7)

West Texas . . . . . . . . . . . . . . West Texas Cities(8) (10)

Mississippi - SIR(7)

West Texas - ALDC
West Texas - Environs
Bad Debt
Rider(2)

Jurisdiction

Division

Effective
Date of Last
Rate/GRIP Action

Rate Base
(thousands)(1)

Authorized
Rate of
Return(1)

Authorized
Debt/Equity
Ratio(1)

Authorized
Return
on Equity(1)

05/11/2021
05/03/2018
01/01/2021
04/01/2020
02/01/2021
05/08/2019
10/01/2020
06/01/2021
04/01/2019
10/01/2020
07/01/2021
12/01/2020
06/11/2021
09/01/2021
06/09/2021
11/01/2020
11/01/2020
12/01/2020
06/01/2021
06/11/2021

$2,924,585
134,726
78,265
242,314
16,917
424,929
39,368
421,189
47,827
3,509
837,325

8.87% 47/53
7.55% 44/56
7.55% 44/56
7.03% 44/56
7.03% 44/56
7.49% 42/58
7.49% 42/58
7.62% 40/60
7.43% 42/58
7.43% 42/58
(4)
7.30%
3,726,295(5) 7.53% 42/58
4,307,060(5) 7.97% 40/60
4,307,060(5) 7.97% 40/60
4,293,195(5) 7.57% 41/59
(4)
7.81%
474,216
(4)
7.81%
247,414
660,893(9) 7.53% 42/58
751,829(9) 7.35%
(4)
765,101(9) 7.97% 40/60

11.50%
9.45%
9.45%
9.10%
9.10%
9.65%
9.65%
9.80%
9.20%
9.20%
(4)
9.80%
9.80%
9.80%
9.80%
(4)
(4)
9.80%
(4)
9.80%

Formula
Rate

Infrastructure
Mechanism

Performance Based
Rate Program(3)

WNA Period

Atmos Pipeline — Texas . . . . . Texas
Colorado-Kansas . . . . . . . . . . . Colorado

Kansas

Kentucky/Mid-States . . . . . . . . Kentucky
Tennessee
Virginia

Louisiana . . . . . . . . . . . . . . . . . Louisiana
Mid-Tex Cities . . . . . . . . . . . . . Texas
Mid-Tex — Dallas . . . . . . . . . . Texas
Mississippi . . . . . . . . . . . . . . . . Mississippi
West Texas . . . . . . . . . . . . . . . Texas

No
No
Yes
Yes
Yes
Yes
No
Yes
Yes
No
Yes

Yes
No
No
No
Yes
No
Yes
Yes
Yes
Yes
Yes

Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes

N/A
No
Yes
Yes
Yes
No
No
No
No
No
No

N/A
N/A
October-May
November-April
October-April
January-December
December-March
November-April
November-April
November-April
October-May

(1) The rate base, authorized rate of return, authorized debt/equity ratio and authorized return on equity pre-

sented in this table are those from the most recent regulatory filing for each jurisdiction. These rate bases,
rates of return, debt/equity ratios and returns on equity are not necessarily indicative of current or future rate
bases, rates of return or returns on equity.

(2) The bad debt rider allows us to recover from customers the gas cost portion of bad debts.

7

(3) The performance-based rate program provides incentives to distribution companies to minimize purchased

gas costs by allowing the companies and their customers to share the purchased gas costs savings.

(4) A rate base, rate of return, return on equity or debt/equity ratio was not included in the respective state

commission’s final decision.

(5) The Mid-Tex rate base represents a “system-wide,” or 100 percent, of the Mid-Tex Division’s rate base.

(6) The Mid-Tex Cities approved the Formula Rate Mechanism filing with rates effective December 1, 2021,
which included a rate base of $4,394.5 million, an authorized return of 7.36%, a debt/equity ratio of 42/58
and an authorized ROE of 9.80%.

(7) The Mississippi Public Service Commission approved a settlement at its meeting on October 14, 2021, which

included a rate base of $797.6 million and an authorized return of 7.81%. New rates were implemented
November 1, 2021.

(8) The West Texas Cities includes all West Texas Division cities except Amarillo, Channing, Dalhart and

Lubbock (ALDC).

(9) The West Texas rate base represents a “system-wide,” or 100 percent, of the West Texas Division’s rate

base.

(10) The West Texas Cities approved the Formula Rate Mechanism filing with rates effective December 1, 2021,
which included a rate base of $759.0 million, an authorized return of 7.36%, a debt/equity ratio of 42/58 and
an authorized ROE of 9.80%.

Although substantial progress has been made in recent years to improve rate design and recovery of invest-
ment across our service areas, we are continuing to seek improvements in rate design to address cost variations
and pursue tariffs that reduce regulatory lag associated with investments. Further, potential changes in federal
energy policy, federal safety regulations and changing economic conditions will necessitate continued vigilance
by the Company and our regulators in meeting the challenges presented by these external factors.

Recent Ratemaking Activity

The amounts described in the following sections represent the annual operating income that was requested
or received in each rate filing, which may not necessarily reflect the stated amount referenced in the final order,
as certain operating costs may have changed as a result of the commission’s or other governmental authority’s
final ruling. The following table summarizes the annualized ratemaking outcomes we implemented in each of the
last three fiscal years.

Rate Action

Annual formula rate mechanisms . . . . . . . . . . . . . .
Rate case filings . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other ratemaking activity . . . . . . . . . . . . . . . . . . . .

2021

Annual Increase (Decrease) to Operating
Income For the Fiscal Year Ended September 30
2019
2020
(In thousands)
$160,857
(1,057)
353

$181,459
5,119
(877)

$114,810
1,656
214

Additionally, the ratemaking outcomes for the rate activity in fiscal 2021 include the refund of excess

deferred income taxes resulting from previously enacted tax reform legislation and do not reflect the true
economic benefit of the outcomes because they do not include the corresponding income tax benefit. Excluding
these amounts, our total fiscal 2021 rate outcomes for ratemaking activities were $226.2 million.

$185,701

$160,153

$116,680

8

The following ratemaking efforts seeking $56.5 million in annual operating income were initiated during

fiscal 2021 but had not been completed or implemented as of September 30, 2021:

Division

Rate Action

Jurisdiction

Kentucky/Mid-States . . . . . . . . . . .

Kentucky/Mid-States . . . . . . . . . . .
Kentucky/Mid-States . . . . . . . . . . .

Mid-Tex . . . . . . . . . . . . . . . . . . . . .

Mississippi . . . . . . . . . . . . . . . . . . .

Mississippi . . . . . . . . . . . . . . . . . . .

West Texas . . . . . . . . . . . . . . . . . . .

Infrastructure
Mechanism
Rate Case
Infrastructure
Mechanism
Formula Rate
Mechanism
Infrastructure
Mechanism
Formula Rate
Mechanism
Formula Rate
Mechanism

Virginia (1)
Kentucky (2)

Kentucky

Mid-Tex Cities (3)

Mississippi (4)

Mississippi (4)

West Texas Cities (5)

Operating Income
Requested
(In thousands)

$

350
14,394

3,506

29,707

8,354

(730)

903

$56,484

(1) On August 23, 2021, the State Corporation Commission of Virginia approved a rate increase of $0.3 million

effective October 1, 2021.

(2) The Kentucky rate case filing also includes the $3.5 million related to the annual Kentucky pipeline

replacement program.

(3) The Mid-Tex Cities approved a rate increase of $21.7 million, which includes $33.8 million related to the
refund of excess deferred income taxes that will be offset by lower income tax expense. New rates will be
implemented on December 1, 2021.

(4) The Mississippi Public Service Commission (MPSC) approved an increase in operating income of

$8.4 million for the SIR filing, which includes $2.1 million related to the refund of excess deferred income
taxes that will be offset by lower income tax expense. The MPSC also approved a reduction in operating
income of $5.6 million for the SRF filing, which includes $4.3 million related to the refund of excess
deferred income taxes that will be offset by lower income tax expense. New rates for both filings were
implemented November 1, 2021.

(5) The West Texas Cities approved a rate increase of $0.2 million, which includes $3.3 million related to the
refund of excess deferred income taxes that will be offset by lower income tax expense. New rates will be
implemented on December 1, 2021.

Our recent ratemaking activity is discussed in greater detail below.

Annual Formula Rate Mechanisms

As an instrument to reduce regulatory lag, formula rate mechanisms allow us to refresh our rates on an annual
basis without filing a formal rate case. However, these filings still involve discovery by the appropriate regulatory
authorities prior to the final determination of rates under these mechanisms. We currently have specific infra-
structure programs in substantially all of our distribution divisions with tariffs in place to permit the investment
associated with these programs to have their surcharge rate adjusted annually to recover approved capital costs
incurred in a prior test-year period. The following table summarizes our annual formula rate mechanisms by state.

9

State

Infrastructure Programs

Formula Rate Mechanisms

Annual Formula Rate Mechanisms

Colorado . . . . . . . . . . System Safety and Integrity Rider (SSIR) —
Kansas . . . . . . . . . . . . Gas System Reliability Surcharge
(GSRS)

Kentucky . . . . . . . . . . Pipeline Replacement Program (PRP)
Louisiana . . . . . . . . . .
(1)
Mississippi . . . . . . . . . System Integrity Rider (SIR)
Tennessee . . . . . . . . .
(1)
Texas . . . . . . . . . . . . . Gas Reliability Infrastructure Program
(GRIP), (1)
Virginia . . . . . . . . . . . Steps to Advance Virginia Energy
(SAVE)

—

—
—
Rate Stabilization Clause (RSC)
Stable Rate Filing (SRF)
Annual Rate Mechanism (ARM)
Dallas Annual Rate Review (DARR), Rate
Review Mechanism (RRM)

(1) Infrastructure mechanisms in Texas, Louisiana and Tennessee allow for the deferral of all expenses asso-
ciated with capital expenditures incurred pursuant to these rules, which primarily consists of interest,
depreciation and other taxes (Texas only), until the next rate proceeding (rate case or annual rate filing), at
which time investment and costs would be recoverable through base rates.

The following table summarizes our annual formula rate mechanisms with effective dates during the fiscal

years ended September 30, 2021, 2020 and 2019:

Division

Jurisdiction

Test Year Ended

2021 Filings:
Mid-Tex . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Environs
Louisiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . Louisiana (1) (4)
Mid-Tex . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ATMCities (2)
West Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . Triangle (2)
West Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . Environs (2)
Mid-Tex . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DARR (2) (4)
Kentucky/Mid-States . . . . . . . . . . . . . . . . . . . Tennessee ARM
Atmos Pipeline - Texas . . . . . . . . . . . . . . . . . Texas
Colorado-Kansas . . . . . . . . . . . . . . . . . . . . . . Kansas GSRS
Colorado-Kansas . . . . . . . . . . . . . . . . . . . . . . Colorado SSIR
Mid-Tex . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mid-Tex Cities RRM
West Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . West Texas Cities RRM
Mississippi . . . . . . . . . . . . . . . . . . . . . . . . . . . Mississippi - SIR
Mississippi . . . . . . . . . . . . . . . . . . . . . . . . . . . Mississippi - SRF
Kentucky/Mid-States . . . . . . . . . . . . . . . . . . . Virginia - SAVE
Kentucky/Mid-States . . . . . . . . . . . . . . . . . . . Kentucky PRP

12/2020
12/2020
12/2020
12/2020
12/2020
09/2020
09/2020
12/2020
09/2020
12/2021
12/2019
12/2019
10/2021
10/2021
09/2021
09/2021

Increase
(Decrease) in
Annual
Operating
Income
(In thousands)

$

4,632
(2,407)
11,085
416
1,267
1,708
10,260
43,868
1,695
2,366
82,645
5,645
10,556
5,856
305
1,562

Effective
Date

09/01/2021
07/01/2021
06/11/2021
06/11/2021
06/11/2021
06/09/2021
06/01/2021
05/11/2021
02/01/2021
01/01/2021
12/01/2020
12/01/2020
11/01/2020
11/01/2020
10/01/2020
10/01/2020

Total 2021 Filings (4)

. . . . . . . . . . . . . . . . .

$181,459

10

2020 Filings:
Mid-Tex . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DARR
Louisiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . Louisiana (1)
West Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . Environs (3)
Kentucky/Mid-States . . . . . . . . . . . . . . . . . . . Tennessee ARM
Mid-Tex . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ATMCities (3)
Mid-Tex . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Environs (3)
Atmos Pipeline - Texas . . . . . . . . . . . . . . . . . Texas
West Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . Amarillo, Lubbock,

Dalhart and Channing (3)

Colorado-Kansas . . . . . . . . . . . . . . . . . . . . . . Colorado SSIR
Mississippi . . . . . . . . . . . . . . . . . . . . . . . . . . . Mississippi - SIR
Mississippi . . . . . . . . . . . . . . . . . . . . . . . . . . . Mississippi - SRF
Kentucky/Mid-States . . . . . . . . . . . . . . . . . . . Virginia - SAVE
Kentucky/Mid-States . . . . . . . . . . . . . . . . . . . Kentucky PRP
Mid-Tex . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mid-Tex RRM Cities
West Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . West Texas Cities RRM

Total 2020 Filings . . . . . . . . . . . . . . . . . . .

2019 Filings:
Mid-Tex . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ATMCities
Louisiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . LGS
Mid-Tex . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Environs
West Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . Environs
Mid-Tex . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DARR
Kentucky/Mid-States . . . . . . . . . . . . . . . . . . . Tennessee ARM
Atmos Pipeline - Texas . . . . . . . . . . . . . . . . . Texas
West Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . Amarillo, Lubbock,

Dalhart and Channing

Colorado-Kansas . . . . . . . . . . . . . . . . . . . . . . Kansas GSRS
Louisiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trans La
Colorado-Kansas . . . . . . . . . . . . . . . . . . . . . . Colorado GIS
Colorado-Kansas . . . . . . . . . . . . . . . . . . . . . . Colorado SSIR
Mississippi . . . . . . . . . . . . . . . . . . . . . . . . . . . Mississippi - SIR
Mississippi . . . . . . . . . . . . . . . . . . . . . . . . . . . Mississippi - SRF
Kentucky/Mid-States . . . . . . . . . . . . . . . . . . . Tennessee ARM
Mid-Tex . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mid-Tex RRM Cities
West Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . West Texas Cities RRM

09/2019
12/2019
12/2019
05/2019
12/2019
12/2019
12/2019

12/2019
12/2020
10/2020
10/2020
09/2020
09/2020
12/2018
12/2018

12/2018
12/2018
12/2018
12/2018
09/2018
05/2020
12/2018

12/2018
12/2018
09/2018
12/2019
12/2019
10/2019
10/2019
05/2019
12/2017
12/2017

$ 14,746
14,781
1,031
714
11,148
4,440
49,251

5,937
2,082
7,586
6,886
84
2,912
34,380
4,879

$160,857

$

6,591
7,124
2,435
1,005
9,452
2,393
49,225

5,692
1,562
4,719
87
2,147
7,135
(118)
(5,032)
17,633
2,760

09/01/2020
07/01/2020
06/16/2020
06/15/2020
06/12/2020
05/20/2020
05/20/2020

04/28/2020
01/01/2020
11/01/2019
11/01/2019
10/01/2019
10/01/2019
10/01/2019
10/01/2019

09/26/2019
07/01/2019
06/04/2019
06/04/2019
06/01/2019
06/01/2019
05/07/2019

05/01/2019
05/01/2019
04/01/2019
04/01/2019
01/01/2019
11/01/2018
11/01/2018
10/15/2018
10/01/2018
10/01/2018

Total 2019 Filings . . . . . . . . . . . . . . . . . . .

$114,810

(1) Beginning in fiscal 2020, our Trans La and LGS filings were combined into one filing, per Commission order.
(2) The rate increases for these filings were approved based on the effective dates herein; however, the new rates were

implemented beginning September 1, 2021.

(3) The rate increases for our Texas GRIP filings were approved based on the effective date herein; however, the new rates

were implemented beginning September 1, 2020.

(4) The rate change for the DARR and RSC filings include $15.1 million for the DARR filing and $24.2 million for the RSC
filing related to the refund of excess deferred income taxes that will be offset by lower income tax expense. Excluding
the amounts related to the refund of excess deferred taxes, our total fiscal 2021 rate outcomes for our formula rate
mechanisms were $220.8 million.

11

Rate Case Filings

A rate case is a formal request from Atmos Energy to a regulatory authority to increase rates that are
charged to customers. Rate cases may also be initiated when the regulatory authorities request us to justify our
rates. This process is referred to as a “show cause” action. Adequate rates are intended to provide for recovery of
the Company’s costs as well as a reasonable rate of return to our shareholders and ensure that we continue to
safely deliver reliable, reasonably priced natural gas service to our customers.

The following table summarizes our recent rate cases:

Division

State

2021 Rate Case Filings:
West Texas (ALDC) (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Texas

Total 2021 Rate Case Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2020 Rate Case Filings:
West Texas (Triangle)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Texas
Colorado-Kansas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kansas

Total 2020 Rate Case Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2019 Rate Case Filings:
Mid-Tex (ATM Cities) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Texas
Kentucky/Mid-States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kentucky
Kentucky/Mid-States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Virginia
Mid-Tex (Environs) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Texas
West Texas (Environs) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Texas

Total 2019 Rate Case Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Increase
(Decrease) in
Annual
Operating
Income
(In thousands)

$ 5,119

$ 5,119

$ (808)
(249)

$(1,057)

$ 2,113
3,441
(400)
(2,674)
(824)

$ 1,656

Effective Date

06/01/2021

04/21/2020
04/01/2020

06/01/2019
05/08/2019
04/01/2019
01/01/2019
01/01/2019

(1) The rate change for the West Texas (ALDC) filing includes $1.2 million related to the refund of excess

deferred income taxes, which will be offset by lower income tax expense. Excluding this amount related to
the refund of excess deferred income taxes, the increase to operating income for this filing was $6.3 million.

12

Other Ratemaking Activity

The following table summarizes other ratemaking activity during the fiscal years ended September 30, 2021,

2020 and 2019:

Division

Jurisdiction

Rate Activity

2021 Other Rate Activity:
Colorado-Kansas . . . . . . . . . . . . . . . . . . . .

Total 2021 Other Rate Activity . . . . . . .

2020 Other Rate Activity:
Colorado-Kansas . . . . . . . . . . . . . . . . . . . .

Total 2020 Other Rate Activity . . . . . . .

2019 Other Rate Activity:
Colorado-Kansas . . . . . . . . . . . . . . . . . . . .

Total 2019 Other Rate Activity . . . . . . .

Kansas

Ad Valorem (1)

Kansas

Ad Valorem(1)

Kansas

Ad-Valorem(1)

Increase
(Decrease) in
Annual
Operating
Income
(In thousands)

$(877)

$(877)

$ 353

$ 353

$ 214

$ 214

Effective
Date

02/01/2021

02/01/2020

02/01/2019

(1) The Ad Valorem filing relates to property taxes that are either over or undercollected compared to the

amount included in our Kansas service area’s base rates.

Other Regulation

We are regulated by various state or local public utility authorities. We are also subject to regulation by the
United States Department of Transportation with respect to safety requirements in the operation and maintenance
of our transmission and distribution facilities. In addition, our operations are also subject to various state and
federal laws regulating environmental matters. From time to time, we receive inquiries regarding various
environmental matters. We believe that our properties and operations comply with, and are operated in con-
formity with, applicable safety and environmental statutes and regulations. There are no administrative or judicial
proceedings arising under environmental quality statutes pending or known to be contemplated by governmental
agencies which would have a material adverse effect on us or our operations. The Pipeline and Hazardous
Materials Safety Administration (PHMSA), within the U.S. Department of Transportation, develops and enforces
regulations for the safe, reliable and environmentally sound operation of the pipeline transportation system. The
PHMSA pipeline safety statutes provide for states to assume safety authority over intrastate natural transmission
and distribution gas pipelines. State pipeline safety programs are responsible for adopting and enforcing the
federal and state pipeline safety regulations for intrastate natural gas transmission and distribution pipelines.

The Federal Energy Regulatory Commission (FERC) allows, pursuant to Section 311 of the Natural Gas
Policy Act (NGPA), gas transportation services through our APT assets “on behalf of” interstate pipelines or
local distribution companies served by interstate pipelines, without subjecting these assets to the jurisdiction of
the FERC under the NGPA. Additionally, the FERC has regulatory authority over the use and release of inter-
state pipeline and storage capacity. The FERC also has authority to detect and prevent market manipulation and
to enforce compliance with FERC’s other rules, policies and orders by companies engaged in the sale, purchase,
transportation or storage of natural gas in interstate commerce. We have taken what we believe are the necessary
and appropriate steps to comply with these regulations.

The SEC and the Commodities Futures Trading Commission, pursuant to the Dodd–Frank Act, established
numerous regulations relating to U.S. financial markets. We enacted procedures and modified existing business
practices and contractual arrangements to comply with such regulations. There are, however, some rulemaking
proceedings that have not yet been finalized, including those relating to capital and margin rules for (non–
cleared) swaps. We do not expect these rules to directly impact our business practices or collateral requirements.

13

However, depending on the substance of these final rules, in addition to certain international regulatory require-
ments still under development that are similar to Dodd–Frank, our swap counterparties could be subject to addi-
tional and potentially significant capitalization requirements. These regulations could motivate counterparties to
increase our collateral requirements or cash postings.

Competition

Although our regulated distribution operations are not currently in significant direct competition with any
other distributors of natural gas to residential and commercial customers within our service areas, we do compete
with other natural gas suppliers and suppliers of alternative fuels for sales to industrial customers. We compete in
all aspects of our business with alternative energy sources, including, in particular, electricity. Electric utilities
offer electricity as a rival energy source and compete for the space heating, water heating and cooking markets.
Promotional incentives, improved equipment efficiencies and promotional rates all contribute to the acceptability
of electrical equipment. The principal means to compete against alternative fuels is lower prices, and natural gas
historically has maintained its price advantage in the residential, commercial and industrial markets.

Our pipeline and storage operations have historically faced competition from other existing intrastate pipe-
lines seeking to provide or arrange transportation, storage and other services for customers. In the last few years,
several new pipelines have been completed, which has increased the level of competition in this segment of our
business.

Employees

The Corporate Responsibility, Sustainability, and Safety Committee of the Board of Directors oversees
matters relating to equal employment opportunities, diversity, and inclusion; human workplace rights; employee
health and safety; and the Company’s vision, values, and culture. It also assists management in integrating
responsibility and sustainability into strategic business activities to create long-term shareholder value.

Our culture respects and appreciates inclusion and diversity. Thus, we strive to have a workforce that

reflects the unique 1,400 communities that we serve. At September 30, 2021, we had 4,684 employees, sub-
stantially unchanged from last year. We monitor our workforce data on a calendar year basis. As of
December 31, 2020, 61 percent of our employees worked in field roles and 39 percent worked in support/shared
services roles. No employees are subject to a collective bargaining agreement.

WORKFORCE
BY GENDER

77% Men

23% Women

WORKFORCE BY
RACE/ETHNICITY

1% Asian

13% Black or African American

18% Hispanic or Latino

<1% Native American or Alaska Native

<1% Native Hawaiian or Pacific Islander

<1% Two or more races

66% White

To recruit and hire individuals with a variety of skills, talents, backgrounds and experiences, we value and

cultivate our strong relationships with hundreds of community and diversity outreach sources. We also target
jobs fairs including those focused on minority, veteran and women candidates and partner with local colleges and
universities to identify and recruit qualified applicants in each of the cities and towns we serve. Over the last five
calendar years, we hired over 2,000 employees. Our culture is also reflected in our employee benefits. The phys-
ical, mental and financial health of our employees and their families is a top priority for the Company, which is
why we have a strong, competitive benefits program to help employees and their families manage and protect
their health, wealth and time.

14

RECENT HIRES
BY GENDER
within 5 years

69% Men

31% Women

RECENT HIRES BY
RACE/ETHNICITY
within 5 years

2% Asian

17% Black or African American

19% Hispanic or Latino

1% Native American or Alaska Native

5% Two or more races

56% White

We perform succession planning annually to ensure that we develop and sustain a strong bench of talent

capable of performing at the highest levels. Not only is talent identified, but potential paths of development are
discussed to ensure that employees have an opportunity to build their skills and are well-prepared for future roles.
The strength of our succession planning process is evident through our long history of promoting our leaders
from within the organization.

Available Information

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
other reports, and amendments to those reports, and other forms that we file with or furnish to the Securities and
Exchange Commission (SEC) at their website, www.sec.gov, are also available free of charge at our website,
www.atmosenergy.com, under “Publications and SEC Filings” under the “Investors” tab under “Our Company”,
as soon as reasonably practicable, after we electronically file these reports with, or furnish these reports to, the
SEC. We will also provide copies of these reports free of charge upon request to Shareholder Relations at the
address and telephone number appearing below:

Shareholder Relations
Atmos Energy Corporation
P.O. Box 650205
Dallas, Texas 75265-0205
972-855-3729

Corporate Governance

In accordance with and pursuant to relevant related rules and regulations of the SEC as well as corporate
governance-related listing standards of the New York Stock Exchange (NYSE), the Board of Directors of the
Company has established and periodically updated our Corporate Governance Guidelines and Code of Conduct,
which is applicable to all directors, officers and employees of the Company. In addition, in accordance with and
pursuant to such NYSE listing standards, our Chief Executive Officer during fiscal 2021, John K. Akers, certified to
the New York Stock Exchange that he was not aware of any violations by the Company of NYSE corporate gover-
nance listing standards. The Board of Directors also annually reviews and updates, if necessary, the charters for
each of its Audit, Human Resources, Nominating and Corporate Governance and Corporate Responsibility,
Sustainability and Safety Committees. All of the foregoing documents are posted on our website,
www.atmosenergy.com, on the “Reports” page under “Corporate Responsibility.” We will also provide copies of all
corporate governance documents free of charge upon request to Shareholder Relations at the address listed above.

15

ITEM 1A. Risk Factors.

Our financial and operating results are subject to a number of risk factors, many of which are not within our

control. Investors should carefully consider the following discussion of risk factors as well as other information
appearing in this report. These factors include the following, which are organized by category:

Regulatory and Legislative Risks

We are subject to federal, state and local regulations that affect our operations and financial results.

We are subject to regulatory oversight from various federal, state and local regulatory authorities in the
eight states that we serve. Therefore, our returns are continuously monitored and are subject to challenge for their
reasonableness by the appropriate regulatory authorities or other third-party intervenors. In the normal course of
business, as a regulated entity, we often need to place assets in service and establish historical test periods before
rate cases that seek to adjust our allowed returns to recover that investment can be filed. Further, the regulatory
review process can be lengthy in the context of traditional ratemaking. Because of this process, we suffer the
negative financial effects of having placed assets in service without the benefit of rate relief, which is commonly
referred to as “regulatory lag.”

However, in the last several years, a number of regulatory authorities in the states we serve have approved

rate mechanisms that provide for annual adjustments to rates that allow us to recover the cost of investments
made to replace existing infrastructure or reflect changes in our cost of service. These mechanisms work to effec-
tively reduce the regulatory lag inherent in the ratemaking process. However, regulatory lag could significantly
increase if the regulatory authorities modify or terminate these rate mechanisms. The regulatory process also
involves the risk that regulatory authorities may (i) review our purchases of natural gas and adjust the amount of
our gas costs that we pass through to our customers or (ii) limit the costs we may have incurred from our cost of
service that can be recovered from customers.

We are also subject to laws, regulations and other legal requirements enacted or adopted by federal, state

and local governmental authorities relating to protection of the environment and health and safety matters,
including those that govern discharges of substances into the air and water, the management and disposal of
hazardous substances and waste, the clean-up of contaminated sites, groundwater quality and availability, plant
and wildlife protection, as well as work practices related to employee health and safety. Environmental legis-
lation also requires that our facilities, sites and other properties associated with our operations be operated, main-
tained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Failure to comply with
these laws, regulations, permits and licenses may expose us to fines, penalties or interruptions in our operations
that could be significant to our financial results. In addition, existing environmental regulations may be revised or
our operations may become subject to new regulations.

Some of our operations are subject to increased federal regulatory oversight that could affect our operations
and financial results.

FERC has regulatory authority over some of our operations, including the use and release of interstate pipe-
line and storage capacity. FERC has adopted rules designed to prevent market power abuse and market manipu-
lation and to promote compliance with FERC’s other rules, policies and orders by companies engaged in the sale,
purchase, transportation or storage of natural gas in interstate commerce. These rules carry increased penalties
for violations. Although we have taken steps to structure current and future transactions to comply with appli-
cable current FERC regulations, changes in FERC regulations or their interpretation by FERC or additional regu-
lations issued by FERC in the future could also adversely affect our business, financial condition or financial
results.

16

We may experience increased federal, state and local regulation of the safety of our operations.

The safety and protection of the public, our customers and our employees is our top priority. We constantly
monitor and maintain our pipeline and distribution systems to ensure that natural gas is delivered safely, reliably
and efficiently through our network of more than 75,000 miles of distribution and transmission lines. As in recent
years, natural gas distribution and pipeline companies are continuing to encounter increasing federal, state and
local oversight of the safety of their operations. Although we believe these are costs ultimately recoverable
through our rates, the costs of complying with new laws and regulations may have at least a short-term adverse
impact on our operating costs and financial results.

Greenhouse gas emissions or other legislation or regulations intended to address climate change could
increase our operating costs, adversely affecting our financial results, growth, cash flows and results of
operations.

Six of the eight states in which we operate have passed legislation to block attempts by local governments to

limit the types of energy available to customers. However, federal, regional and/or state legislative and/or regu-
latory initiatives may attempt to control or limit the causes of climate change, including greenhouse gas emis-
sions, such as carbon dioxide and methane. Such laws or regulations could impose costs tied to greenhouse gas
emissions, operational requirements or restrictions, or additional charges to fund energy efficiency activities.
They could also provide a cost advantage to alternative energy sources, impose costs or restrictions on end users
of natural gas, or result in other costs or requirements, such as costs associated with the adoption of new infra-
structure and technology to respond to new mandates. The focus on climate change could adversely impact the
reputation of fossil fuel products or services. The occurrence of the foregoing events could put upward pressure
on the cost of natural gas relative to other energy sources, increase our costs and the prices we charge to custom-
ers, reduce the demand for natural gas or cause fuel switching to other energy sources, and impact the com-
petitive position of natural gas and the ability to serve new or existing customers, adversely affecting our
business, results of operations and cash flows.

Operational Risks

We may incur significant costs and liabilities resulting from pipeline integrity and other similar programs
and related repairs.

PHMSA requires pipeline operators to develop integrity management programs to comprehensively evaluate

certain areas along their pipelines and to take additional measures to protect pipeline segments located in “high
consequence areas” where a leak or rupture could potentially do the most harm. As a pipeline operator, the
Company is required to:

‰ perform ongoing assessments of pipeline integrity;
‰

identify and characterize applicable threats to pipeline segments that could impact a “high consequence
area”;

‰

improve data collection, integration and analysis;
‰ repair and remediate the pipeline as necessary; and
‰

implement preventative and mitigating actions.

The Company incurs significant costs associated with its compliance with existing PHMSA and comparable
state regulations. Although we believe these are costs ultimately recoverable through our rates, the costs of com-
plying with new laws and regulations may have at least a short-term adverse impact on our operating costs and
financial results. For example, the adoption of new regulations requiring more comprehensive or stringent safety
standards could require installation of new or modified safety controls, new capital projects, or accelerated main-
tenance programs, all of which could require a potentially significant increase in operating costs.

17

Distributing, transporting and storing natural gas involve risks that may result in accidents and additional
operating costs.

Our operations involve a number of hazards and operating risks inherent in storing and transporting natural

gas that could affect the public safety and reliability of our distribution system. While Atmos Energy, with the
support from each of its regulatory commissions, is accelerating the replacement of pipeline infrastructure,
operating issues such as leaks, accidents, equipment problems and incidents, including explosions and fire, could
result in legal liability, repair and remediation costs, increased operating costs, significant increased capital
expenditures, regulatory fines and penalties and other costs and a loss of customer confidence. We maintain
liability and property insurance coverage in place for many of these hazards and risks. However, because some of
our transmission pipeline and storage facilities are near or are in populated areas, any loss of human life or
adverse financial results resulting from such events could be large. If these events were not fully covered by our
general liability and property insurance, which policies are subject to certain limits and deductibles, our oper-
ations or financial results could be adversely affected.

If contracted gas supplies, interstate pipeline and/or storage services are not available or delivered in a
timely manner, our ability to meet our customers’ natural gas requirements may be impaired and our
financial condition may be adversely affected.

In order to meet our customers’ annual and seasonal natural gas demands, we must obtain a sufficient sup-
ply of natural gas, interstate pipeline capacity and storage capacity. If we are unable to obtain these, either from
our suppliers’ inability to deliver the contracted commodity or the inability to secure replacement quantities, our
financial condition and results of operations may be adversely affected. If a substantial disruption to or reduction
in interstate natural gas pipelines’ transmission and storage capacity occurred due to operational failures or dis-
ruptions, legislative or regulatory actions, hurricanes, tornadoes, floods, extreme cold weather, terrorist or cyber-
attacks or acts of war, our operations or financial results could be adversely affected.

Our operations are subject to increased competition.

In residential and commercial customer markets, our distribution operations compete with other energy
products, such as electricity and propane. Our primary product competition is with electricity for heating, water
heating and cooking. Increases in the price of natural gas could negatively impact our competitive position by
decreasing the price benefits of natural gas to the consumer. This could adversely impact our business if our
customer growth slows or if our customers further conserve their use of gas, resulting in reduced gas purchases
and customer billings.

In the case of industrial customers, such as manufacturing plants, adverse economic conditions, including
higher gas costs, could cause these customers to use alternative sources of energy, such as electricity, or bypass
our systems in favor of special competitive contracts with lower per-unit costs. Our pipeline and storage oper-
ations historically have faced limited competition from other existing intrastate pipelines and gas marketers seek-
ing to provide or arrange transportation, storage and other services for customers. However, in the last few years,
several new pipelines have been completed, which has increased the level of competition in this segment of our
business.

Adverse weather conditions could affect our operations or financial results.

We have weather-normalized rates for approximately 96 percent of our residential and commercial revenues

in our distribution operations, which substantially mitigates the adverse effects of warmer-than-normal weather
for meters in those service areas. However, there is no assurance that we will continue to receive such regulatory
protection from adverse weather in our rates in the future. The loss of such weather-normalized rates could have
an adverse effect on our operations and financial results. In addition, our operating results may continue to vary
somewhat with the actual temperatures during the winter heating season. Additionally, sustained cold weather
could challenge our ability to adequately meet customer demand in our operations.

18

The operations and financial results of the Company could be adversely impacted as a result of climate
change.

As climate change occurs, our businesses could be adversely impacted, although we believe it is likely that
any such resulting impacts would occur very gradually over a long period of time and thus would be difficult to
quantify with any degree of specificity. To the extent climate change results in temperatures that differ materially
from temperatures we are currently experiencing, financial results could be adversely affected through lower gas
volumes and revenues. Climate change could also cause shifts in population, including customers moving away
from our service territories.

It could also result in more frequent and more severe weather events, such as hurricanes and tornadoes,
which could increase our costs to repair damaged facilities and restore service to our customers or impact the cost
of gas. If we were unable to deliver natural gas to our customers, our financial results would be impacted by lost
revenues, and we generally would have to seek approval from regulators to recover restoration costs. To the
extent we would be unable to recover those costs, or if higher rates resulting from our recovery of such costs
would result in reduced demand for our services, our future business, financial condition or financial results
could be adversely impacted.

The inability to continue to hire, train and retain operational, technical and managerial personnel could
adversely affect our results of operations.

Although the average age of the employee base of Atmos Energy is not significantly changing year over

year, there are still a number of employees who will become eligible to retire within the next five to 10 years. If
we were unable to hire appropriate personnel or contractors to fill future needs, the Company could encounter
operating challenges and increased costs, primarily due to a loss of knowledge, errors due to inexperience or the
lengthy time period typically required to adequately train replacement personnel. In addition, higher costs could
result from loss of productivity or increased safety compliance issues. The inability to hire, train and retain new
operational, technical and managerial personnel adequately and to transfer institutional knowledge and expertise
could adversely affect our ability to manage and operate our business. If we were unable to hire, train and retain
appropriately qualified personnel, our results of operations could be adversely affected.

Increased dependence on technology may hinder the Company’s business operations and adversely affect
its financial condition and results of operations if such technologies fail.

Over the last several years, the Company has implemented or acquired a variety of technological tools
including both Company-owned information technology and technological services provided by outside parties.
These tools and systems support critical functions including, scheduling and dispatching of service technicians,
automated meter reading systems, customer care and billing, operational plant logistics, management reporting,
and external financial reporting. The failure of these or other similarly important technologies, or the Company’s
inability to have these technologies supported, updated, expanded, or integrated into other technologies, could
hinder its business operations and adversely impact its financial condition and results of operations.

Although the Company has, when possible, developed alternative sources of technology and built
redundancy into its computer networks and tools, there can be no assurance that these efforts would protect
against all potential issues related to the loss of any such technologies.

Cyber-attacks or acts of cyber-terrorism could disrupt our business operations and information technology
systems or result in the loss or exposure of confidential or sensitive customer, employee or Company
information.

Our business operations and information technology systems may be vulnerable to an attack by individuals
or organizations intending to disrupt our business operations and information technology systems, even though
the Company has implemented policies, procedures and controls to prevent and detect these activities. We use

19

our information technology systems to manage our distribution and intrastate pipeline and storage operations and
other business processes. Disruption of those systems could adversely impact our ability to safely deliver natural
gas to our customers, operate our pipeline and storage systems or serve our customers timely. Accordingly, if
such an attack or act of terrorism were to occur, our operations and financial results could be adversely affected.

In addition, we use our information technology systems to protect confidential or sensitive customer,
employee and Company information developed and maintained in the normal course of our business. Any attack
on such systems that would result in the unauthorized release of customer, employee or other confidential or
sensitive data could have a material adverse effect on our business reputation, increase our costs and expose us to
additional material legal claims and liability. Even though we have insurance coverage in place for many of these
cyber-related risks, if such an attack or act of terrorism were to occur, our operations and financial results could
be adversely affected to the extent not fully covered by such insurance coverage.

Natural disasters, terrorist activities or other significant events could adversely affect our operations or
financial results.

Natural disasters are always a threat to our assets and operations. In addition, the threat of terrorist activities

could lead to increased economic instability and volatility in the price of natural gas that could affect our oper-
ations. Also, companies in our industry may face a heightened risk of exposure to actual acts of terrorism, which
could subject our operations to increased risks. As a result, the availability of insurance covering such risks may
become more limited, which could increase the risk that an event could adversely affect our operations or finan-
cial results.

Financial, Economic and Market Risks

Our growth in the future may be limited by the nature of our business, which requires extensive capital
spending.

Our operations are capital-intensive. We must make significant capital expenditures on a long-term basis to
modernize our distribution and transmission system and to comply with the safety rules and regulations issued by
the regulatory authorities responsible for the service areas we operate. In addition, we must continually build new
capacity to serve the growing needs of the communities we serve. The magnitude of these expenditures may be
affected by a number of factors, including new regulations, the general state of the economy and weather.

The liquidity required to fund our working capital, capital expenditures and other cash needs is provided

from a combination of internally generated cash flows and external debt and equity financing. The cost and
availability of borrowing funds from third party lenders or issuing equity is dependent on the liquidity of the
credit markets, interest rates and other market conditions. This in turn may limit the amount of funds we can
invest in our infrastructure.

The Company is dependent on continued access to the credit and capital markets to execute our business
strategy.

Our long-term debt is currently rated as “investment grade” by Standard & Poor’s Corporation and Moody’s

Investors Service, Inc. Similar to most companies, we rely upon access to both short-term and long-term credit
and capital markets to satisfy our liquidity requirements. If adverse credit conditions were to cause a significant
limitation on our access to the private credit and public capital markets, we could see a reduction in our liquidity.
A significant reduction in our liquidity could in turn trigger a negative change in our ratings outlook or even a
reduction in our credit ratings by one or more of the credit rating agencies. Such a downgrade could further limit
our access to private credit and/or public capital markets and increase our costs of borrowing.

20

While we believe we can meet our capital requirements from our operations and the sources of financing

available to us, we can provide no assurance that we will continue to be able to do so in the future, especially if
the market price of natural gas increases significantly. The future effects on our business, liquidity and financial
results of a deterioration of current conditions in the credit and capital markets could be material and adverse to
us, both in the ways described above or in other ways that we do not currently anticipate.

We are exposed to market risks that are beyond our control, which could adversely affect our financial
results.

We are subject to market risks beyond our control, including (i) commodity price volatility caused by mar-

ket supply and demand dynamics, counterparty performance or counterparty creditworthiness, and (ii) interest
rate risk. We are generally insulated from commodity price risk through our purchased gas cost mechanisms.
With respect to interest rate risk, we have been operating in a relatively low interest-rate environment in recent
years compared to historical norms for both short and long-term interest rates. However, increases in interest
rates could adversely affect our future financial results to the extent that we do not recover our actual interest
expense in our rates.

The concentration of our operations in the State of Texas exposes our operations and financial results to
economic conditions, weather patterns and regulatory decisions in Texas.

Approximately 70 percent of our consolidated operations are located in the State of Texas. This concen-

tration of our business in Texas means that our operations and financial results may be significantly affected by
changes in the Texas economy in general, weather patterns and regulatory decisions by state and local regulatory
authorities in Texas.

A deterioration in economic conditions could adversely affect our customers and negatively impact our
financial results.

Any adverse changes in economic conditions in the United States, especially in the states in which we oper-
ate, could adversely affect the financial resources of many domestic households. As a result, our customers could
seek to use less gas and it may be more difficult for them to pay their gas bills. This would likely lead to slower
collections and higher than normal levels of accounts receivable. This, in turn, could increase our financing
requirements. Additionally, should economic conditions deteriorate, our industrial customers could seek alter-
native energy sources, which could result in lower transportation volumes.

Increased gas costs could adversely impact our customer base and customer collections and increase our
level of indebtedness.

Rapid increases in the costs of purchased gas would cause us to experience a significant increase in short-

term or long-term debt. We must pay suppliers for gas when it is purchased, which can be significantly in
advance of when these costs may be recovered through the collection of monthly customer bills for gas delivered.
Increases in purchased gas costs also slow our natural gas distribution collection efforts as customers are more
likely to delay the payment of their gas bills, leading to higher than normal accounts receivable. This could result
in higher short-term debt levels, greater collection efforts and increased bad debt expense.

The costs of providing health care benefits, pension and postretirement health care benefits and related
funding requirements may increase substantially.

We provide health care benefits, a cash-balance pension plan and postretirement health care benefits to eligi-
ble full-time employees. The costs of providing health care benefits to our employees could significantly increase
over time due to rapidly increasing health care inflation, and any future legislative changes related to the provi-
sion of health care benefits. The impact of additional costs which are likely to be passed on to the Company is
difficult to measure at this time.

21

The costs of providing a cash-balance pension plan to eligible full-time employees prior to 2011 and post-
retirement health care benefits to eligible full-time employees and related funding requirements could be influ-
enced by changes in the market value of the assets funding our pension and postretirement health care plans. Any
significant declines in the value of these investments due to sustained declines in equity markets or a reduction in
bond yields could increase the costs of our pension and postretirement health care plans and related funding
requirements in the future. Further, our costs of providing such benefits and related funding requirements are also
subject to a number of factors, including (i) changing demographics, including longer life expectancy of benefi-
ciaries and an expected increase in the number of eligible former employees over the next five to ten years;
(ii) various actuarial calculations and assumptions which may differ materially from actual results due primarily
to changing market and economic conditions, including changes in interest rates, and higher or lower withdrawal
rates; and (iii) future government regulation.

The costs to the Company of providing these benefits and related funding requirements could also increase
materially in the future, should there be a material reduction in the amount of the recovery of these costs through
our rates or should significant delays develop in the timing of the recovery of such costs, which could adversely
affect our financial results.

The outbreak of COVID-19 or any other pandemic and their impact on business and economic conditions
could negatively affect our business, results of operations and financial condition.

The scale and scope of the COVID-19 outbreak, the resulting pandemic, any other future pandemic, and
their impact on the economy and financial markets could adversely affect the Company’s business, results of
operations and financial condition. Regarding COVID-19, as an essential business, the Company continues to
provide natural gas services and has implemented business continuity and emergency response plans to continue
to provide natural gas services to customers and support the Company’s operations, while taking health and
safety measures such as implementing worker distancing measures and using a remote workforce where possible.
However, there is no assurance that the continued spread of COVID-19 and efforts to contain the virus will not
materially impact our business, results of operations and financial condition.

ITEM 1B. Unresolved Staff Comments.

Not applicable.

ITEM 2.

Properties.

Distribution, transmission and related assets

At September 30, 2021, in our distribution segment, we owned an aggregate of 71,921 miles of underground

distribution and transmission mains throughout our distribution systems. These mains are located on easements
or rights-of-way. We maintain our mains through a program of continuous inspection and repair and believe that
our system of mains is in good condition. Through our pipeline and storage segment we also owned 5,699 miles
of gas transmission lines.

22

Storage Assets

We own underground gas storage facilities in several states to supplement the supply of natural gas in peri-
ods of peak demand. The following table summarizes certain information regarding our underground gas storage
facilities at September 30, 2021:

State

Distribution Segment
Kentucky . . . . . . . . . . . . . . . . . . . . . . . .
Kansas . . . . . . . . . . . . . . . . . . . . . . . . . .
Mississippi . . . . . . . . . . . . . . . . . . . . . . .

Usable Capacity
(Mcf)

Cushion
Gas
(Mcf)(1)

Total
Capacity
(Mcf)

7,956,991
3,239,000
1,907,571

9,562,283
2,300,000
2,442,917

17,519,274
5,539,000
4,350,488

Total . . . . . . . . . . . . . . . . . . . . . . . . . .

13,103,562

14,305,200

27,408,762

Maximum
Daily Delivery
Capability
(Mcf)

146,660
32,000
29,136

207,796

Pipeline and Storage Segment
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . .
Louisiana . . . . . . . . . . . . . . . . . . . . . . . .

46,083,549
411,040

15,878,025
256,900

61,961,574
667,940

1,710,000
56,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . .

46,494,589

16,134,925

62,629,514

1,766,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . .

59,598,151

30,440,125

90,038,276

1,973,796

(1) Cushion gas represents the volume of gas that must be retained in a facility to maintain reservoir pressure.

Additionally, we contract for storage service in underground storage facilities on many of the interstate and

intrastate pipelines serving us to supplement our proprietary storage capacity. The following table summarizes
our contracted storage capacity at September 30, 2021:

Segment

Division/Company

Distribution Segment

Colorado-Kansas Division
Kentucky/Mid-States Division
Louisiana Division
Mid-Tex Division
Mississippi Division
West Texas Division

Maximum
Storage
Quantity
(MMBtu)

6,343,728
8,175,103
2,594,875
5,000,000
5,099,536
5,500,000

Maximum
Daily
Withdrawal
Quantity
(MDWQ)(1)

147,965
226,320
177,765
190,000
164,764
176,000

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

32,713,242

1,082,814

Pipeline and Storage Segment

Trans Louisiana Gas Pipeline, Inc.

1,000,000

47,500

Total Contracted Storage Capacity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

33,713,242

1,130,314

(1) Maximum daily withdrawal quantity (MDWQ) amounts will fluctuate depending upon the season and the

month. Unless otherwise noted, MDWQ amounts represent the MDWQ amounts as of November 1, which is
the beginning of the winter heating season.

ITEM 3. Legal Proceedings.

See Note 13 to the consolidated financial statements, which is incorporated in this Item 3 by reference.

ITEM 4. Mine Safety Disclosures.

Not applicable.

23

PART II

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of

Equity Securities.

Our stock trades on the New York Stock Exchange under the trading symbol “ATO.” The dividends paid

per share of our common stock for fiscal 2021 and 2020 are listed below.

Quarter ended:

December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 30 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Fiscal 2021

Fiscal 2020

$0.625
0.625
0.625
0.625

$ 2.50

$0.575
0.575
0.575
0.575

$ 2.30

Dividends are payable at the discretion of our Board of Directors out of legally available funds. The Board

of Directors typically declares dividends in the same fiscal quarter in which they are paid. As of October 31,
2021, there were 10,590 holders of record of our common stock. Future payments of dividends, and the amounts
of these dividends, will depend on our financial condition, results of operations, capital requirements and other
factors. We sold no securities during fiscal 2021 that were not registered under the Securities Act of 1933, as
amended.

Performance Graph

The performance graph and table below compares the yearly percentage change in our total return to share-

holders for the last five fiscal years with the total return of the S&P 500 Stock Index (S&P 500) and the total
return of the S&P 500 Utilities Industry Index. The graph and table below assume that $100.00 was invested on
September 30, 2016 in our common stock, the S&P 500 and the S&P 500 Utilities Industry Index ax, as well as a
reinvestment of dividends paid on such investments throughout the period.

24

$230
$220
$210
$200
$190
$180
$170
$160
$150
$140
$130
$120
$110
$100
$90

Comparison of Five-Year Cumulative Total Return
among Atmos Energy Corporation, S&P 500 Index and
S&P 500 Utilities Industry Index

9/30/2016

9/30/2017

9/30/2018

9/30/2019

9/30/2020

9/30/2021

Atmos Energy Corporation

S&P 500 Stock Index

S&P 500 Utilities Stock
Index

9/30/2016

9/30/2017

Cumulative Total Return
9/30/2019
9/30/2018

Atmos Energy Corporation . . . . .
S&P 500 Stock Index . . . . . . . . .
S&P 500 Utilities Stock Index . .

100.00
100.00
100.00

115.17
118.61
112.03

131.91
139.85
115.31

163.30
145.80
146.56

9/30/2020

9/30/2021

140.06
167.89
139.28

132.61
218.27
154.61

The following table sets forth the number of securities authorized for issuance under our equity compensa-

tion plans at September 30, 2021.

Number of
securities to be issued
upon exercise of
outstanding options,
warrants and rights
(a)

Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)

Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
(c)

Equity compensation plans approved

by security holders:

1998 Long-Term Incentive Plan . . . . . . .

944,962(1)

Total equity compensation plans
approved by security holders
Equity compensation plans not
approved by security holders

944,962

—

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . .

944,962

$

$

—

—

—

—

1,054,190

1,054,190

—

1,054,190

(1) Comprised of a total of 328,369 time-lapse restricted stock units, 377,385 director share units and 239,208

performance-based restricted stock units at the target level of performance granted under our 1998
Long-Term Incentive Plan.

ITEM 6. Selected Financial Data.

No disclosure required by Regulation S-K.

25

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

INTRODUCTION

This section provides management’s discussion of the financial condition, changes in financial condition

and results of operations of Atmos Energy Corporation and its consolidated subsidiaries with specific
information on results of operations and liquidity and capital resources. It includes management’s interpretation
of our financial results, the factors affecting these results, the major factors expected to affect future operating
results and future investment and financing plans. This discussion should be read in conjunction with our con-
solidated financial statements and notes thereto.

Several factors exist that could influence our future financial performance, some of which are described in
Item 1A above, “Risk Factors”. They should be considered in connection with evaluating forward-looking state-
ments contained in this report or otherwise made by or on behalf of us since these factors could cause actual
results and conditions to differ materially from those set out in such forward-looking statements.

Cautionary Statement for the Purposes of the Safe Harbor under the Private Securities Litigation Reform
Act of 1995

The statements contained in this Annual Report on Form 10-K may contain “forward-looking statements”

within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. All statements other than statements of historical fact included in this Report are forward-looking state-
ments made in good faith by us and are intended to qualify for the safe harbor from liability established by the
Private Securities Litigation Reform Act of 1995. When used in this Report, or any other of our documents or
oral presentations, the words “anticipate”, “believe”, “estimate”, “expect”, “forecast”, “goal”, “intend”,
“objective”, “plan”, “projection”, “seek”, “strategy” or similar words are intended to identify forward-looking
statements. Such forward-looking statements are subject to risks and uncertainties that could cause actual results
to differ materially from those expressed or implied in the statements relating to our strategy, operations, mar-
kets, services, rates, recovery of costs, availability of gas supply and other factors. These risks and uncertainties
include the following: federal, state and local regulatory and political trends and decisions, including the impact
of rate proceedings before various state regulatory commissions; increased federal regulatory oversight and
potential penalties; possible increased federal, state and local regulation of the safety of our operations; the
impact of greenhouse gas emissions or other legislation or regulations intended to address climate change; possi-
ble significant costs and liabilities resulting from pipeline integrity and other similar programs and related
repairs; the inherent hazards and risks involved in distributing, transporting and storing natural gas; the avail-
ability and accessibility of contracted gas supplies, interstate pipeline and/or storage services; increased competi-
tion from energy suppliers and alternative forms of energy; adverse weather conditions; the impact of climate
change; the inability to continue to hire, train and retain operational, technical and managerial personnel;
increased dependence on technology that may hinder the Company’s business if such technologies fail; the threat
of cyber-attacks or acts of cyber-terrorism that could disrupt our business operations and information technology
systems or result in the loss or exposure of confidential or sensitive customer, employee or Company
information; natural disasters, terrorist activities or other events and other risks and uncertainties discussed
herein, all of which are difficult to predict and many of which are beyond our control; the capital-intensive nature
of our business; our ability to continue to access the credit and capital markets to execute our business strategy;
market risks beyond our control affecting our risk management activities, including commodity price volatility,
counterparty performance or creditworthiness and interest rate risk; the concentration of our operations in Texas;
the impact of adverse economic conditions on our customers; changes in the availability and price of natural gas;
increased costs of providing health care benefits, along with pension and postretirement health care benefits and
increased funding requirements; and the outbreak of COVID-19 and its impact on business and economic con-
ditions. Accordingly, while we believe these forward-looking statements to be reasonable, there can be no assur-
ance that they will approximate actual experience or that the expectations derived from them will be realized.
Further, we undertake no obligation to update or revise any of our forward-looking statements whether as a result
of new information, future events or otherwise.

26

CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements were prepared in accordance with accounting principles generally

accepted in the United States. Preparation of these financial statements requires us to make estimates and judg-
ments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures of
contingent assets and liabilities. We base our estimates on historical experience and various other assumptions
that we believe to be reasonable under the circumstances. Actual results may differ from estimates.

Our significant accounting policies are discussed in Note 2 to our consolidated financial statements. The
accounting policies discussed below are both important to the presentation of our financial condition and results of
operations and require management to make difficult, subjective or complex accounting estimates. Accordingly,
these critical accounting policies are reviewed periodically by the Audit Committee of the Board of Directors.

Critical
Accounting Policy

Summary of Policy

Regulation . . . . . . . . . . . . . . Our distribution and pipeline operations meet the
criteria of a cost-based, rate-regulated entity under
accounting principles generally accepted in the
United States. Accordingly, the financial results
for these operations reflect the effects of the rate-
making and accounting practices and policies of
the various regulatory commissions to which we
are subject.

Unbilled Revenue . . . . . . . . .

As a result, certain costs that would normally be
expensed under accounting principles generally
accepted in the United States are permitted to be
capitalized or deferred on the balance sheet
because it is probable they can be recovered
through rates. Further, regulation may impact the
period in which revenues or expenses are recog-
nized. The amounts expected to be recovered or
recognized are based upon historical experience
and our understanding of the regulations.

Discontinuing the application of this method of
accounting for regulatory assets and liabilities or
changes in the accounting for our various regu-
latory mechanisms could significantly increase our
operating expenses as fewer costs would likely be
capitalized or deferred on the balance sheet, which
could reduce our net income.

We follow the revenue accrual method of account-
ing for distribution segment revenues whereby
revenues attributable to gas delivered to custom-
ers, but not yet billed under the cycle billing
method, are estimated and accrued and the related
costs are charged to expense.

When permitted, we implement rates that have not
been formally approved by our regulatory author-
ities, subject to refund. We recognize this revenue
and establish a reserve for amounts that could be
refunded based on our experience for the juris-
diction in which the rates were implemented.

27

Factors Influencing
Application of the Policy

Decisions of regulatory
authorities

Issuance of new regu-
lations or regulatory
mechanisms

Assessing the probability
of the recoverability of
deferred costs

Continuing to meet the
criteria of a cost-based,
rate regulated entity for
accounting purposes

Estimates of delivered
sales volumes based on
actual tariff information
and weather information
and estimates of customer
consumption and/or
behavior

Estimates of purchased
gas costs related to esti-
mated deliveries

Estimates of amounts bil-
led subject to refund

Critical
Accounting Policy

Pension and other
postretirement plans

Factors Influencing
Application of the Policy

General economic and
market conditions

Assumed investment
returns by asset class

Assumed future salary
increases

Assumed discount rate

Projected timing of future
cash disbursements

Health care cost experi-
ence trends

Participant demographic
information

Actuarial mortality
assumptions

Impact of legislation

Impact of regulation

Summary of Policy

Pension and other postretirement plan costs and
liabilities are determined on an actuarial basis
using a September 30 measurement date and are
affected by numerous assumptions and estimates
including the market value of plan assets, esti-
mates of the expected return on plan assets,
assumed discount rates and current demographic
and actuarial mortality data. The assumed discount
rate and the expected return are the assumptions
that generally have the most significant impact on
our pension costs and liabilities. The assumed
discount rate, the assumed health care cost trend
rate and assumed rates of retirement generally
have the most significant impact on our
postretirement plan costs and liabilities.

The discount rate is utilized principally in calculat-
ing the actuarial present value of our pension and
postretirement obligations and net periodic pen-
sion and postretirement benefit plan costs. When
establishing our discount rate, we consider high
quality corporate bond rates based on bonds avail-
able in the marketplace that are suitable for set-
tling the obligations, changes in those rates from
the prior year and the implied discount rate that is
derived from matching our projected benefit dis-
bursements with currently available high quality
corporate bonds.

The expected long-term rate of return on assets is
utilized in calculating the expected return on plan
assets component of our annual pension and post-
retirement plan costs. We estimate the expected
return on plan assets by evaluating expected bond
returns, equity risk premiums, asset allocations, the
effects of active plan management, the impact of
periodic plan asset rebalancing and historical per-
formance. We also consider the guidance from our
investment advisors in making a final determination
of our expected rate of return on assets. To the extent
the actual rate of return on assets realized over the
course of a year is greater than or less than the
assumed rate, that year’s annual pension or
postretirement plan costs are not affected. Rather,
this gain or loss reduces or increases future pension
or postretirement plan costs over a period of approx-
imately ten to twelve years.

28

Critical
Accounting Policy

Summary of Policy

Factors Influencing
Application of the Policy

Impairment assessments

The market-related value of our plan assets repre-
sents the fair market value of the plan assets,
adjusted to smooth out short-term market fluctua-
tions over a five-year period. The use of this meth-
odology will delay the impact of current market
fluctuations on the pension expense for the period.

We estimate the assumed health care cost trend
rate used in determining our postretirement net
expense based upon our actual health care cost
experience, the effects of recently enacted legis-
lation and general economic conditions. Our
assumed rate of retirement is estimated based
upon our annual review of our participant census
information as of the measurement date.

We review the carrying value of our long-lived
assets, including goodwill and identifiable
intangibles, whenever events or changes in circum-
stance indicate that such carrying values may not be
recoverable, and at least annually for goodwill, as
required by U.S. accounting standards.

The evaluation of our goodwill balances and other
long-lived assets or identifiable assets for which
uncertainty exists regarding the recoverability of
the carrying value of such assets involves the
assessment of future cash flows and external
market conditions and other subjective factors that
could impact the estimation of future cash flows
including, but not limited to the commodity prices,
the amount and timing of future cash flows, future
growth rates and the discount rate. Unforeseen
events and changes in circumstances or market
conditions could adversely affect these estimates,
which could result in an impairment charge.

General economic and
market conditions

Projected timing and
amount of future dis-
counted cash flows

Judgment in the evalua-
tion of relevant data

29

Non-GAAP Financial Measures

As described further in Note 14 to the consolidated financial statements, due to the passage of Kansas House

Bill 2585, we remeasured our deferred tax liability and updated our state deferred tax rate. As a result, we
recorded a non-cash income tax benefit of $21.0 million for the fiscal year ended September 30, 2020. Due to the
non-recurring nature of this benefit, we believe that net income and diluted net income per share before the
non-cash income tax benefit provide a more relevant measure to analyze our financial performance than net
income and diluted net income per share in order to allow investors to better analyze our core results and allow
the information to be presented on a comparative basis. Accordingly, the following discussion and analysis of our
financial performance will reference adjusted net income and adjusted diluted earnings per share, non-GAAP
measures, which are calculated as follows:

2021

Net income . . . . . . . . . . . . . . . . . . . . . . . . . $665,563
Non-cash income tax benefits . . . . . . . . . .
—
Adjusted net income . . . . . . . . . . . . . . . . . $665,563
Diluted net income per share . . . . . . . . . . . $
5.12
Diluted EPS from non-cash income tax

benefits . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted diluted net income per share . . . $

—
5.12

RESULTS OF OPERATIONS

Overview

2021 vs. 2020

For the Fiscal Year Ended September 30
2019
2020
(In thousands, except per share data)
$511,406
—
$511,406
4.35
$

$64,120
20,962
$85,082
0.23
$

$601,443
(20,962)
$580,481
4.89
$

(0.17)
4.72

$

—
4.35

$

0.17
0.40

$

2020 vs. 2019

$90,037
(20,962)
$69,075
0.54
$

(0.17)
0.37

$

Atmos Energy strives to operate its businesses safely and reliably while delivering superior shareholder
value. Our commitment to modernizing our natural gas distribution and transmission systems requires a sig-
nificant level of capital spending. We have the ability to begin recovering a significant portion of these invest-
ments timely through rate designs and mechanisms that reduce or eliminate regulatory lag and separate the
recovery of our approved rate from customer usage patterns. The execution of our capital spending program, the
ability to recover these investments timely and our ability to access the capital markets to satisfy our financing
needs are the primary drivers that affect our financial performance.

The following table details our consolidated net income by segment during the last three fiscal years:

Distribution segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $445,862
Pipeline and storage segment . . . . . . . . . . . . . . . . . . . . . . . . . . .
219,701
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $665,563

2021

For the Fiscal Year Ended September 30
2020
(In thousands)
$395,664
205,779
$601,443

$328,814
182,592
$511,406

2019

During fiscal 2021, we recorded net income of $665.6 million, or $5.12 per diluted share, compared to net
income of $601.4 million, or $4.89 per diluted share in the prior year. After adjusting for a nonrecurring income
tax benefit recognized during fiscal 2020, adjusted net income was $580.5 million, or $4.72 per diluted share in
the prior year. The year-over-year increase in adjusted net income of $85.1 million largely reflects positive rate
outcomes driven by safety and reliability spending and distribution customer growth, partially offset by lower
service order revenues and higher bad debt expense in our distribution segment due to the temporary suspension
of collection activities during the pandemic and increased spending on system maintenance activities.

During the year ended September 30, 2021, we implemented ratemaking regulatory actions which resulted

in an increase in annual operating income of $185.7 million. Excluding the impact of the refund of excess
deferred income taxes resulting from previously enacted tax reform legislation, our total fiscal 2021 rate out-
comes were $226.2 million. Additionally, we had ratemaking efforts in progress at September 30, 2021, seeking

30

a total increase in annual operating income of $56.5 million. As of the date of this report, we have received appro-
val to implement $25.0 million of this amount in the first quarter of fiscal 2022. Excluding the impact of the
refund of excess deferred income taxes resulting from previously enacted tax reform legislation, we have
received approval to implement $68.5 million during the first quarter of fiscal 2022.

During fiscal year 2021, we refunded $55.9 million in excess deferred tax liabilities to customers. The
refunds reduced operating income and reduced our annual effective income tax rate to 18.8% in fiscal 2021
compared with 19.5% in fiscal 2020.

Capital expenditures for fiscal 2021 increased 2 percent period-over-period, to $2.0 billion. Over 85 percent

was invested to improve the safety and reliability of our distribution and transportation systems, with a sig-
nificant portion of this investment incurred under regulatory mechanisms that reduce regulatory lag to six months
or less.

During fiscal 2021, we completed over $3.4 billion of long-term debt and equity financing, including
$2.2 billion of incremental financing issued to pay for the purchased gas costs incurred during Winter Storm Uri.
As of September 30, 2021, our equity capitalization was 51.9 percent. Excluding the $2.2 billion of incremental
financing, our equity capitalization was 60.6 percent. As of September 30, 2021, we had approximately
$2.9 billion in total liquidity, including cash and cash equivalents and funds available through equity forward
sales agreements.

As a result of the continued stability of our earnings, cash flows and capital structure, our Board of Directors

increased the quarterly dividend by 8.8% percent for fiscal 2022.

Distribution Segment

The distribution segment is primarily comprised of our regulated natural gas distribution and related sales

operations in eight states. The primary factors that impact the results of our distribution operations are our ability
to earn our authorized rates of return, competitive factors in the energy industry and economic conditions in our
service areas.

Our ability to earn our authorized rates is based primarily on our ability to improve the rate design in our

various ratemaking jurisdictions to minimize regulatory lag and, ultimately, separate the recovery of our
approved rates from customer usage patterns. Improving rate design is a long-term process and is further compli-
cated by the fact that we operate in multiple rate jurisdictions. The “Ratemaking Activity” section of this Form
10-K describes our current rate strategy, progress towards implementing that strategy and recent ratemaking ini-
tiatives in more detail. During fiscal 2021, we completed regulatory proceedings in our distribution segment
resulting in a $141.8 million increase in annual operating income. Excluding the impact of the refund of excess
deferred income taxes resulting from previously enacted tax reform legislation, our total fiscal 2021 annualized
rate outcomes in our distribution segment were $182.3 million.

Our distribution operations are also affected by the cost of natural gas. We are generally able to pass the cost

of gas through to our customers without markup under purchased gas cost adjustment mechanisms; therefore,
increases in the cost of gas are offset by a corresponding increase in revenues. Revenues in our Texas and Mis-
sissippi service areas include franchise fees and gross receipts taxes, which are calculated as a percentage of
revenue (inclusive of gas costs). Therefore, the amount of these taxes included in revenues is influenced by the
cost of gas and the level of gas sales volumes. We record the associated tax expense as a component of taxes,
other than income.

The cost of gas typically does not have a direct impact on our operating income because these costs are
recovered through our purchased gas cost adjustment mechanisms. However, higher gas costs may adversely
impact our accounts receivable collections, resulting in higher bad debt expense. This risk is currently mitigated
by rate design that allows us to collect from our customers the gas cost portion of our bad debt expense on
approximately 79 percent of our residential and commercial revenues. Additionally, higher gas costs may require
us to increase borrowings under our credit facilities, resulting in higher interest expense. Finally, higher gas
costs, as well as competitive factors in the industry and general economic conditions may cause customers to
conserve or, in the case of industrial consumers, to use alternative energy sources.

31

Review of Financial and Operating Results

Financial and operational highlights for our distribution segment for the fiscal years ended September 30,

2021, 2020 and 2019 are presented below.

2021

Operating revenues . . . . . . . . . . . . . . . .
Purchased gas cost . . . . . . . . . . . . . . . . .
Operating expenses . . . . . . . . . . . . . . . .

$3,241,973
1,501,695
1,121,764

For the Fiscal Year Ended September 30
2019
2020
(In thousands, unless otherwise noted)
$2,745,461
1,268,591
1,006,098

$2,626,993
1,071,227
1,027,523

$614,980
430,468
94,241

2021 vs. 2020

2020 vs. 2019

$(118,468)
(197,364)
21,425

Operating income . . . . . . . . . . . . . . . .
Other non-operating income

(expense) . . . . . . . . . . . . . . . . . . . . . .
Interest charges . . . . . . . . . . . . . . . . . . .

Income before income taxes . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . .
Non-cash income tax benefit (1) . . . . . . .

618,514

528,243

470,772

90,271

57,471

(20,694)
36,629

561,191
115,329
—

(1,265)
39,634

487,344
105,147
(13,467)

6,241
60,031

416,982
88,168
—

(19,429)
(3,005)

73,847
10,182
13,467

(7,506)
(20,397)

70,362
16,979
(13,467)

Net income . . . . . . . . . . . . . . . . . . . . . .

$ 445,862

$ 395,664

$ 328,814

$ 50,198

$ 66,850

Consolidated distribution sales

volumes — MMcf . . . . . . . . . . . . . . .
Consolidated distribution transportation
volumes — MMcf . . . . . . . . . . . . . . .

Total consolidated distribution

308,833

291,650

315,476

17,183

(23,826)

152,513

147,387

155,078

5,126

(7,691)

throughput — MMcf . . . . . . . . . . .

461,346

439,037

470,554

22,309

(31,517)

Consolidated distribution average cost

of gas per Mcf sold . . . . . . . . . . . . . .

$

4.86

$

3.67

$

4.02

$

1.19

$

(0.35)

(1) See Note 14 to the consolidated financial statements for further information.

Fiscal year ended September 30, 2021 compared with fiscal year ended September 30, 2020

Operating income for our distribution segment increased 17 percent, which primarily reflects:

‰

‰

‰

‰

a $150.6 million increase in rate adjustments, primarily in our Mid-Tex, Mississippi, Louisiana
and West Texas Divisions.

a $19.2 million increase from customer growth primarily in our Mid-Tex Division.

a $3.8 million decrease in employee related costs.

a $5.0 million decrease in travel and entertainment expense.

Partially offset by:

‰

‰

‰

‰

‰

a $43.6 million increase in depreciation expense and property taxes associated with increased
capital investments.

an $18.2 million increase in bad debt expense primarily due to the temporary suspension of collec-
tion activities.

a $12.8 million increase in pipeline maintenance and related activities.

a $5.1 million increase in insurance expense.

an $8.4 million decrease in service order revenues primarily due to the temporary suspension of
collection activities.

32

The year-over- year change in other non-operating expense and interest charges of $22.4 million primarily

reflects increased amortization of prior service cost associated with our Retiree Medical Plan, as presented in
Note 12 to the consolidated financial statements.

During fiscal 2021, we refunded $29.4 million in excess deferred taxes in the distribution segment, which

reduced operating income year over year and reduced the annual effective income tax rate for this segment to
20.6% compared with 21.6% in the prior year.

The fiscal year ended September 30, 2020 compared with fiscal year ended September 30, 2019 for our dis-

tribution segment is described in Item 7 “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended September 30, 2020.

The following table shows our operating income by distribution division, in order of total rate base, for the
fiscal years ended September 30, 2021, 2020 and 2019. The presentation of our distribution operating income is
included for financial reporting purposes and may not be appropriate for ratemaking purposes.

For the Fiscal Year Ended September 30
2021 vs. 2020
2020

2019

2020 vs. 2019

Mid-Tex . . . . . . . . . . . . . . . . . . . . .
Kentucky/Mid-States . . . . . . . . . . .
Louisiana . . . . . . . . . . . . . . . . . . . .
West Texas . . . . . . . . . . . . . . . . . . .
Mississippi . . . . . . . . . . . . . . . . . . .
Colorado-Kansas . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . .

2021

$310,293
73,259
72,388
51,104
65,337
32,778
13,355

$236,066
76,745
71,892
52,493
55,938
34,039
1,070

(In thousands)
$202,050
73,965
70,440
44,902
46,229
34,362
(1,176)

$74,227
(3,486)
496
(1,389)
9,399
(1,261)
12,285

Total . . . . . . . . . . . . . . . . . . . . . . . .

$618,514

$528,243

$470,772

$90,271

$34,016
2,780
1,452
7,591
9,709
(323)
2,246

$57,471

Pipeline and Storage Segment

Our pipeline and storage segment consists of the pipeline and storage operations of our Atmos Pipeline–

Texas Division (APT) and our natural gas transmission operations in Louisiana. APT is one of the largest intra-
state pipeline operations in Texas with a heavy concentration in the established natural gas producing areas of
central, northern and eastern Texas, extending into or near the major producing areas of the Barnett Shale, the
Texas Gulf Coast and the Permian Basin of West Texas. APT provides transportation and storage services to our
Mid-Tex Division, other third-party local distribution companies, industrial and electric generation customers, as
well as marketers and producers. Over 80 percent of this segment’s revenues are derived from these services. As
part of its pipeline operations, APT owns and operates five underground storage facilities in Texas.

Our natural gas transmission operations in Louisiana are comprised of a 21-mile pipeline located in the New

Orleans, Louisiana area that is primarily used to aggregate gas supply for our distribution division in Louisiana
under a long-term contract and, on a more limited basis, to third parties. The demand fee charged to our Louisi-
ana distribution division for these services is subject to regulatory approval by the Louisiana Public Service
Commission. We also manage two asset management plans, which have been approved by applicable state regu-
latory commissions. Generally, these asset management plans require us to share with our distribution customers
a significant portion of the cost savings earned from these arrangements.

Our pipeline and storage segment is impacted by seasonal weather patterns, competitive factors in the

energy industry and economic conditions in our Texas and Louisiana service areas. Natural gas prices do not
directly impact the results of this segment as revenues are derived from the transportation and storage of natural
gas. However, natural gas prices and demand for natural gas could influence the level of drilling activity in the
supply areas that we serve, which may influence the level of throughput we may be able to transport on our pipe-
lines. Further, natural gas price differences between the various hubs that we serve in Texas could influence the
volumes of gas transported for shippers through our Texas pipeline system and rates for such transportation.

33

The results of APT are also significantly impacted by the natural gas requirements of its local distribution

company customers. Additionally, its operations may be impacted by the timing of when costs and expenses are
incurred and when these costs and expenses are recovered through its tariffs.

APT annually uses GRIP to recover capital costs incurred in the prior calendar year. On February 12, 2021,
APT made a GRIP filing that covered changes in net property, plant and equipment investment from January 1,
2020 through December 31, 2020 with a requested increase in operating income of $44.0 million. On May 11,
2021, the Texas Railroad Commission approved an increase in operating income of $43.9 million. In February
2021, the RRC approved a reduction in revenue of $106.6 million to refund excess deferred tax liabilities to cus-
tomers over 35 months.

On December 21, 2016, the Louisiana Public Service Commission approved an annual increase of five per-

cent to the demand fee charged by our natural gas transmission pipeline for each of the next 10 years, effective
October 1, 2017.

Review of Financial and Operating Results

Financial and operational highlights for our pipeline and storage segment for the fiscal years ended

September 30, 2021, 2020 and 2019 are presented below.

2021

Mid-Tex / Affiliate transportation revenue . .
Third-party transportation revenue . . . . . . . .
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . .

$497,730
127,874
11,743

Total operating revenues . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . .
Total purchased gas cost
Operating expenses . . . . . . . . . . . . . . . . . . . .

Operating income . . . . . . . . . . . . . . . . . . . . .
Other non-operating income . . . . . . . . . . . . .
Interest charges . . . . . . . . . . . . . . . . . . . . . . . .

Income before income taxes . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . .
Non-cash income tax benefit (1)

637,347
1,582
349,281

286,484
18,549
46,925

258,108
38,407
—

2019

For the Fiscal Year Ended September 30
2020
2021 vs. 2020
(In thousands, unless otherwise noted)
$ 23,653
430
3,925

$428,586
129,930
8,508

$474,077
127,444
7,818

609,339
1,548
311,935

295,856
8,436
44,840

259,452
61,168
(7,495)

567,024
(360)
292,098

275,286
1,163
43,122

233,327
50,735
—

28,008
34
37,346

(9,372)
10,113
2,085

(1,344)
(22,761)
7,495

2020 vs. 2019

$ 45,491
(2,486)
(690)

42,315
1,908
19,837

20,570
7,273
1,718

26,125
10,433
(7,495)

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . .

$219,701

$205,779

$182,592

$ 13,922

$ 23,187

Gross pipeline transportation

volumes — MMcf . . . . . . . . . . . . . . . . . . .

799,724

822,499

939,376

(22,775)

(116,877)

Consolidated pipeline transportation

volumes — MMcf . . . . . . . . . . . . . . . . . . .

585,857

621,371

721,998

(35,514)

(100,627)

(1) See Note 14 to the consolidated financial statements for further information.

Fiscal year ended September 30, 2021 compared with fiscal year ended September 30, 2020

Operating income for our pipeline and storage segment decreased three percent, which primarily reflects:

‰

‰

‰

an $8.2 million net decrease in APT’s thru-system activities primarily associated with the tighten-
ing of regional spreads driven by increased competing takeaway capacity in the Permian Basin.

a $17.1 million increase in system maintenance expense primarily due to spending on hydro test-
ing and in-line inspections.

a $17.0 million increase in depreciation expense and property taxes associated with increased
capital investments.

34

Partially offset by:

‰

a $56.2 million increase due to rate adjustments from the GRIP filings approved in May 2020 and
2021. The increase in rates was driven by increased safety and reliability spending.

The year-over- year change in other non-operating income and interest charges of $8.0 million reflects
increased allowance for funds used during construction (AFUDC) primarily due to increased capital spending,
partially offset by an increase in interest expense due to the issuance of long-term debt during fiscal 2021.

During fiscal 2021 we refunded $26.5 million in excess deferred taxes in our pipeline and storage segment,

which reduced operating income year over year and reduced the annual effective tax rate for this segment to
14.9% compared with 23.6% in the prior year.

The fiscal year ended September 30, 2020 compared with fiscal year ended September 30, 2019 for our
pipeline and storage segment is described in Item 7 “Management’s Discussion and Analysis of Financial Con-
dition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended September 30,
2020.

LIQUIDITY AND CAPITAL RESOURCES

The liquidity required to fund our working capital, capital expenditures and other cash needs is provided

from a combination of internally generated cash flows and external debt and equity financing. Additionally, we
have a $1.5 billion commercial paper program and four committed revolving credit facilities with $2.5 billion in
total availability from third-party lenders. The commercial paper program and credit facilities provide cost-
effective, short-term financing until it can be replaced with a balance of long-term debt and equity financing that
achieves the Company’s desired capital structure with an equity-to-total-capitalization ratio between 50% and
60%, inclusive of long-term and short-term debt. Additionally, we have various uncommitted trade credit lines
with our gas suppliers that we utilize to purchase natural gas on a monthly basis.

We have a shelf registration statement on file with the Securities and Exchange Commission (SEC) that
allows us to issue up to $5.0 billion in common stock and/or debt securities. As of the date of this report, approx-
imately $3.4 billion of securities remained available for issuance under the shelf registration statement, which
expires June 29, 2024.

We also have an at-the-market (ATM) equity sales program that allows us to issue and sell shares of our

common stock up to an aggregate offering price of $1.0 billion (including shares of common stock that may be
sold pursuant to forward sale agreements entered into in connection with the ATM equity sales program), which
expires June 29, 2024. At September 30, 2021, approximately $760 million of equity is available for issuance
under this ATM equity sales program. Additionally, as of September 30, 2021, we had $302.0 million in avail-
able proceeds from outstanding forward sale agreements that must be settled during fiscal 2022.

During fiscal 2021, we entered into forward starting interest rate swaps to effectively fix the Treasury yield

component associated with $1.4 billion of planned issuances of unsecured senior notes. During fiscal 2021, we
settled swaps of $600 million with a net receipt of $62.2 million. On October 1, 2021, the notes were issued as
planned.

The following table summarizes our existing forward starting interest rate swaps as of September 30, 2021.
Planned Debt Issuance Date

Effective Interest Rate

Fiscal 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fiscal 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fiscal 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fiscal 2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amount Hedged
(In thousands)
500,000
450,000
600,000
300,000

1.66%
1.80%
1.75%
2.16%

The liquidity provided by these sources is expected to be sufficient to fund the Company’s working capital
needs and capital expenditures program. Additionally, we expect to continue to be able to obtain financing upon
reasonable terms as necessary.

$1,850,000

35

The following table presents our capitalization as of September 30, 2021 and 2020:

Short-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt (1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shareholders’ equity (2)

$

September 30

2021
2020
(In thousands, except percentages)
—
—% $
—
4,531,944
7,330,657
6,791,203
7,906,889

48.1%
51.9%

—%
40.0%
60.0%

Total capitalization, including short-term debt . . . . . . . . . . . . . .

$15,237,546

100.0% $11,323,147

100.0%

(1) Inclusive of our finance leases.
(2) Excluding the $2.2 billion of incremental financing issued to pay for the purchased gas costs incurred during

Winter Storm Uri, our equity capitalization ratio would have been 60.6%.

Cash Flows

Our internally generated funds may change in the future due to a number of factors, some of which we
cannot control. These factors include regulatory changes, the price for our services, the demand for such products
and services, margin requirements resulting from significant changes in commodity prices, operational risks and
other factors.

Cash flows from operating, investing and financing activities for the years ended September 30, 2021, 2020

and 2019 are presented below.

Total cash provided by (used in)
Operating activities . . . . . . . . . . . . .
Investing activities . . . . . . . . . . . . . .
Financing activities . . . . . . . . . . . . .

Change in cash and cash

2021

For the Fiscal Year Ended September 30
2019
2020
(In thousands)

2021 vs. 2020

2020 vs. 2019

$(1,084,251)
(1,963,655)
3,143,821

$ 1,037,999
(1,925,518)
883,777

$

968,769
(1,683,660)
725,670

$(2,122,250)
(38,137)
2,260,044

$ 69,230
(241,858)
158,107

equivalents . . . . . . . . . . . . . . . . . .

95,915

(3,742)

10,779

99,657

(14,521)

Cash and cash equivalents at

beginning of period . . . . . . . . . . .

20,808

24,550

13,771

(3,742)

10,779

Cash and cash equivalents at end of
period . . . . . . . . . . . . . . . . . . . . . .

$

116,723

$

20,808

$

24,550

$

95,915

$

(3,742)

Cash flows for the fiscal year ended September 30, 2020 compared with fiscal year ended September 30,

2019 is described in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” of our Annual Report on Form 10-K for the fiscal year ended September 30, 2020.

Cash flows from operating activities

For the fiscal year ended September 30, 2021, cash flow used from operating activities was $1.1 billion
compared with cash flows generated from operating activities of $1.0 billion in the prior year. The year-over-year
decrease in operating cash flows reflects gas costs incurred during Winter Storm Uri and the timing of customer
collections partially offset by the positive effects of successful rate case outcomes achieved in fiscal 2020 and
2021.

Cash flows from investing activities

Our capital expenditures are primarily used to improve the safety and reliability of our distribution and trans-

mission system through pipeline replacement and system modernization and to enhance and expand our system
to meet customer needs. Over the last three fiscal years, approximately 88 percent of our capital spending has
been committed to improving the safety and reliability of our system.

36

For the fiscal year ended September 30, 2021, we had $1.97 billion in capital expenditures compared with
$1.94 billion for the fiscal year ended September 30, 2020. Capital spending increased by $33.8 million, or two
percent, as a result of planned increases to modernize our system.

Cash flows from financing activities

Our financing activities provided $3.1 billion and $883.8 million in cash for fiscal years 2021 and 2020.

During the fiscal year ended September 30, 2021, we received $3.4 billion in net proceeds from the issuance

of long-term debt and equity. We completed a public offering of $600 million of 1.50% senior notes due 2031,
$1.1 billion of 0.625% senior notes due 2023 and $1.1 billion floating rate senior notes due 2023. Net proceeds
from the latter two notes were used to pay for gas costs incurred during Winter Storm Uri. Additionally, during
the year ended September 30, 2021, we settled 6,130,875 shares that had been sold on a forward basis for net
proceeds of $606.7 million. The net proceeds were used primarily to support capital spending and for other gen-
eral corporate purposes, including the payment of natural gas purchases. Additionally, cash dividends increased
due to an 8.7 percent increase in our dividend rate and an increase in shares outstanding.

During the fiscal year ended September 30, 2020, we received $1.6 billion in net proceeds from the issuance

of long-term debt and equity. We completed a public offering of $300 million of 2.625% senior notes due 2029
and $500 million of 3.375% senior notes due 2049 and entered into a two year $200 million term loan. We
received net proceeds from these offerings, after the underwriting discount and offering expenses, of
$791.7 million. Additionally, we settled 6,101,916 shares that had been sold on a forward basis for net proceeds
of approximately $624 million. The net proceeds were used primarily to support capital spending, reduce short-
term debt and other general corporate purposes. Cash dividends increased due to a 9.5 percent increase in our
dividend rate and an increase in shares outstanding.

The following table shows the number of shares issued for the fiscal years ended September 30, 2021, 2020

and 2019:

Shares issued:

For the Fiscal Year Ended September 30
2020

2019

2021

Direct Stock Purchase Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Retirement Savings Plan and Trust
1998 Long-Term Incentive Plan (LTIP)
. . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity Issuance (1)

79,921
84,265
242,216
6,130,875

107,989
78,941
254,706
6,101,916

110,063
81,456
299,612
7,574,111

Total shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6,537,277

6,543,552

8,065,242

(1) Share amounts do not include shares issued under forward sale agreements until the shares have been settled.

Credit Ratings

Our credit ratings directly affect our ability to obtain short-term and long-term financing, in addition to the

cost of such financing. In determining our credit ratings, the rating agencies consider a number of quantitative
factors, including but not limited to, debt to total capitalization, operating cash flow relative to outstanding debt,
operating cash flow coverage of interest and operating cash flow less dividends to debt. In addition, the rating
agencies consider qualitative factors such as consistency of our earnings over time, the risks associated with our
business and the regulatory structures that govern our rates in the states where we operate.

Our debt is rated by two rating agencies: Standard & Poor’s Corporation (S&P) and Moody’s Investors
Service (Moody’s). As a result of the impacts of Winter Storm Uri, during the second quarter of fiscal 2021, S&P
lowered our long-term and short-term credit ratings by one notch and placed our ratings under negative outlook
and Moody’s reaffirmed its long-term and short-term credit ratings and placed our ratings under negative out-
look.

37

As of September 30, 2021, our outlook and current debt ratings, which are all considered investment grade

are as follows:

S&P

Moody’s

Senior unsecured long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-
A-2
Short-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outlook . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Negative

A1
P-1
Negative

A significant degradation in our operating performance or a significant reduction in our liquidity caused by
more limited access to the private and public credit markets as a result of deteriorating global or national finan-
cial and credit conditions could trigger a negative change in our ratings outlook or even a reduction in our credit
ratings by the two credit rating agencies. This would mean more limited access to the private and public credit
markets and an increase in the costs of such borrowings.

A credit rating is not a recommendation to buy, sell or hold securities. The highest investment grade credit

rating is AAA for S&P and Aaa for Moody’s. The lowest investment grade credit rating is BBB- for S&P and
Baa3 for Moody’s. Our credit ratings may be revised or withdrawn at any time by the rating agencies, and each
rating should be evaluated independently of any other rating. There can be no assurance that a rating will remain
in effect for any given period of time or that a rating will not be lowered, or withdrawn entirely, by a rating
agency if, in its judgment, circumstances so warrant.

Debt Covenants

We were in compliance with all of our debt covenants as of September 30, 2021. Our debt covenants are

described in Note 7 to the consolidated financial statements.

Contractual Obligations and Commercial Commitments

The following table provides information about contractual obligations and commercial commitments at

September 30, 2021.

Contractual Obligations
. . . . . . . . . . . . . . . . . .
Long-term debt (1)
. . . . . . . . . . . . . . . . . .
Interest charges (2)
. . . . . . . . . . . . . . . . . . .
Finance leases (3)
Operating leases (4)
. . . . . . . . . . . . . . . . .
Financial instrument obligations (5) . . . . .
Pension and postretirement benefit plan

contributions (6)

Uncertain tax positions (7)

. . . . . . . . . . . . . . . . . .
. . . . . . . . . . . .

Payments Due by Period

Total

Less than
1 year

1-3 years
(In thousands)

3-5 years

More than
5 years

$ 7,360,000
4,268,559
29,809
271,074
5,269

$200,000
221,325
1,342
41,822
5,269

$2,200,000
418,664
2,753
68,043
—

$ 10,000
412,654
2,846
39,359
—

$4,950,000
3,215,916
22,868
121,850
—

315,298
32,792

26,126
—

59,252
32,792

90,829
—

139,091
—

Total contractual obligations . . . . . . . .

$12,282,801

$495,884

$2,781,504

$555,688

$8,449,725

(1) Long-term debt excludes our finance lease obligations, which are separately reported within this table. The

$1.1 billion of 0.625% senior notes and $1.1 billion floating rate senior notes that were issued in March 2021
contractually mature in 2023; however, we intend to repay these after the receipt of securitization funds,
which we expect will occur in the next twelve months. As such, we have classified the senior notes as current
maturities of long-term debt as of September 30, 2021. See Notes 7 and 9 to the consolidated financial
statements for further details.

(2) Interest charges were calculated using the effective rate for each debt issuance through the contractual

maturity date.

(3) Finance lease payments shown above include interest totaling $11.1 million. See Note 6 to the consolidated

financial statements.

38

(4) Operating lease payments shown above include interest totaling $38.6 million. See Note 6 to the con-

solidated financial statements.

(5) Represents liabilities for natural gas commodity financial instruments that were valued as of September 30,

2021. The ultimate settlement amounts of these remaining liabilities are unknown because they are subject to
continuing market risk until the financial instruments are settled.

(6) Represents expected contributions to our defined benefit and postretirement benefit plans, which are dis-

cussed in Note 10 to the consolidated financial statements.

(7) Represents liabilities associated with uncertain tax positions claimed or expected to be claimed on tax
returns. The amount does not include interest and penalties that may be applied to these positions.
We maintain supply contracts with several vendors that generally cover a period of up to one year. Commit-

ments for estimated base gas volumes are established under these contracts on a monthly basis at contractually
negotiated prices. Commitments for incremental daily purchases are made as necessary during the month in
accordance with the terms of individual contracts. Our Mid-Tex Division also maintains a limited number of
long-term supply contracts to ensure a reliable source of gas for our customers in its service area which obligate
it to purchase specified volumes at market and fixed prices. At September 30, 2021, we were committed to pur-
chase 32.4 Bcf within one year and 12.9 Bcf within two to three years under indexed contracts. At September 30,
2021, we were committed to purchase 11.9 Bcf within one year under fixed price contracts ranging from $1.86 to
$7.03 per Mcf.

Risk Management Activities

In our distribution and pipeline and storage segments, we use a combination of physical storage, fixed phys-

ical contracts and fixed financial contracts to reduce our exposure to unusually large winter-period gas price
increases. Additionally, we manage interest rate risk by entering into financial instruments to effectively fix the
Treasury yield component of the interest cost associated with anticipated financings.

We record our financial instruments as a component of risk management assets and liabilities, which are

classified as current or noncurrent based upon the anticipated settlement date of the underlying financial instru-
ment. Substantially all of our financial instruments are valued using external market quotes and indices.

The following table shows the components of the change in fair value of our financial instruments for the

fiscal year ended September 30, 2021 (in thousands):

Fair value of contracts at September 30, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contracts realized/settled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of new contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other changes in value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 78,663
(64,205)
13,136
197,823

Fair value of contracts at September 30, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Netting of cash collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

225,417
—

Cash collateral and fair value of contracts at September 30, 2021 . . . . . . . . . . . . . . . . . . . . .

$225,417

The fair value of our financial instruments at September 30, 2021, is presented below by time period and

fair value source:

Source of Fair Value

Fair Value of Contracts at September 30, 2021
Maturity in years

Less
than 1

1-3

4-5
(In thousands)
$81,091
—

Greater
than 5

Total
Fair
Value

$—
—

$—

$225,417
—

$225,417

Prices actively quoted . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prices based on models and other valuation methods . .

$49,804
—

$94,522
—

Total Fair Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$49,804

$94,522

$81,091

39

RECENT ACCOUNTING DEVELOPMENTS

Recent accounting developments and their impact on our financial position, results of operations and cash

flows are described in Note 2 to the consolidated financial statements.

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to risks associated with commodity prices and interest rates. Commodity price risk is the

potential loss that we may incur as a result of changes in the fair value of a particular instrument or commodity.
Interest-rate risk is the potential increased cost we could incur when we issue debt instruments or to provide
financing and liquidity for our business activities. Additionally, interest-rate risk could affect our ability to issue
cost effective equity instruments.

We conduct risk management activities in our distribution and pipeline and storage segments. In our dis-

tribution segment, we use a combination of physical storage, fixed-price forward contracts and financial instru-
ments, primarily over-the-counter swap and option contracts, in an effort to minimize the impact of natural gas
price volatility on our customers during the winter heating season. Our risk management activities and related
accounting treatment are described in further detail in Note 15 to the consolidated financial statements.
Additionally, our earnings are affected by changes in short-term interest rates as a result of our issuance of short-
term commercial paper and our other short-term borrowings.

Commodity Price Risk

We purchase natural gas for our distribution operations. Substantially all of the costs of gas purchased for
distribution operations are recovered from our customers through purchased gas cost adjustment mechanisms.
Therefore, our distribution operations have limited commodity price risk exposure.

Interest Rate Risk

Our earnings are exposed to changes in short-term interest rates associated with our short-term commercial
paper program and other short-term borrowings. We use a sensitivity analysis to estimate our short-term interest
rate risk. For purposes of this analysis, we estimate our short-term interest rate risk as the difference between our
actual interest expense for the period and estimated interest expense for the period assuming a hypothetical aver-
age one percent increase in the interest rates associated with our short-term borrowings. Had interest rates asso-
ciated with our short-term borrowings increased by an average of one percent, our interest expense would not
have materially increased during 2021.

40

ITEM 8. Financial Statements and Supplementary Data.

Index to financial statements and financial statement schedules:

Report of independent registered public accounting firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial statements and supplementary data:

Consolidated balance sheets at September 30, 2021 and 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated statements of comprehensive income for the years ended September 30, 2021, 2020 and

2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated statements of shareholders’ equity for the years ended September 30, 2021, 2020 and

2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated statements of cash flow for the years ended September 30, 2021, 2020 and 2019 . . . . . . .
Notes to consolidated financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Page

42

44

45

46
47
48

All financial statement schedules are omitted because the required information is not present, or not present
in amounts sufficient to require submission of the schedule or because the information required is included in the
financial statements and accompanying notes thereto.

41

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Atmos Energy Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Atmos Energy Corporation (the

“Company“) as of September 30, 2021 and 2020, the related consolidated statements of comprehensive income,
shareholders‘ equity, and cash flows, for each of the three years in the period ended September 30, 2021, and
the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the con-
solidated financial statements present fairly, in all material respects, the financial position of the Company at
September 30, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the
period ended September 30, 2021, in conformity with US generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board

(United States) (PCAOB), the Company’s internal control over financial reporting as of September 30, 2021,
based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) and our report dated November 12, 2021
expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company‘s management. Our responsibility is to

express an opinion on the Company‘s financial statements based on our audits. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commis-
sion and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we

plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the
risks of material misstatement of the financial statements, whether due to error or fraud, and performing proce-
dures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the finan-
cial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective or complex judgments. The communication of the critical audit matter does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to
which it relates.

42

Description of
the Matter

Determination of Capital Costs

As more fully described in Note 2 to the financial statements, the Company capitalizes the
direct and indirect costs of construction. Once a project is completed, it is placed into service
and included in the Company’s rate base. Costs of maintenance and repairs that are not
included in the Company’s rate base are charged to expense. For the year ended September 30,
2021, the Company capitalized approximately $2.0 billion of construction-related costs for
regulated property, plant and equipment.

Auditing management’s identification of capital additions and maintenance and repairs expense
involved significant effort and auditor judgment. These amounts have both a higher magnitude
and a higher likelihood of potential misstatement. As a cost-based, rate-regulated entity, the
rates charged to customers are designed to recover the entity’s costs and provide a rate of return
on rate base. Net property, plant and equipment is the most significant component of the
Company’s rate base. As a result, inappropriate capitalization of costs could affect the amount,
timing and classification of revenues and expenses in the financial statements.

How We
Addressed the
Matter in Our
Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of
the Company’s controls over the initial determination and approval of expenditures for either
capital additions or maintenance and repair. For example, we selected a sample of projects ini-
tiated during the year to evaluate the effectiveness of management’s review controls to
determine the proper categorization of project expenditures as either capitalizable costs or
current-period expense.

Our audit procedures included, among others, testing a sample of projects initiated during the
year, including the evaluation of the nature of the project, with Company personnel outside of
accounting and financial reporting. For example, we evaluated project setup through inspection
of each project’s description for compliance with the Company’s capitalization policy as
described in Note 2 and a series of inquiries of the project approver to understand how they
assessed whether projects should be treated as capital or expense. Other audit procedures
included evaluating whether the descriptions and amounts included on third-party invoices
either support or contradict the project classification as capital, evaluating the appropriateness
of individuals capitalizing direct labor charges to projects by assessing the relevance of their
job function to the capital project, and recalculating other overhead costs capitalized to proj-
ects.

/s/ Ernst & Young LLP

We have served as the Company‘s auditor since 1983.

Dallas, Texas
November 12, 2021

43

ATMOS ENERGY CORPORATION

CONSOLIDATED BALANCE SHEETS

Property, plant and equipment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ASSETS

Less accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . .

September 30

2021

2020

(In thousands,
except share data)

$17,258,547
626,551
17,885,098
2,821,128

$15,539,166
418,055
15,957,221
2,601,874

Net property, plant and equipment

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15,063,970

13,355,347

Current assets

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable, less allowance for uncollectible accounts of $64,471 in

2021 and $29,949 in 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gas stored underground . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets (See Note 9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill
Deferred charges and other assets (See Note 9) . . . . . . . . . . . . . . . . . . . . . . . . . . .

CAPITALIZATION AND LIABILITIES

Shareholders’ equity
Common stock, no par value (stated at $0.005 per share); 200,000,000 shares
authorized; issued and outstanding: 2021 — 132,419,754 shares; 2020 —
125,882,477 shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital
Accumulated other comprehensive income (loss)
. . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Long-term debt

116,723

20,808

342,967
178,116
2,200,909

2,838,715
731,257
974,720
$19,608,662

230,595
111,950
107,905

471,258
731,257
801,170
$15,359,032

$

662
5,023,751
69,803
2,812,673

7,906,889
4,930,205

$

629
4,377,149
(57,589)
2,471,014

6,791,203
4,531,779

Total capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12,837,094

11,322,982

Commitments and contingencies (See Note 13)
Current liabilities

Accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current maturities of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Regulatory excess deferred taxes (See Note 14) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Regulatory cost of removal obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred credits and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

423,222
686,681
2,400,452

3,510,355
1,705,809
549,227
468,688
537,489

235,775
546,461
165

782,401
1,456,569
697,764
457,188
642,128

$19,608,662

$15,359,032

See accompanying notes to consolidated financial statements.

44

ATMOS ENERGY CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

2021

Year Ended September 30
2020
(In thousands, except per share data)

2019

Operating revenues

Distribution segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pipeline and storage segment
Intersegment eliminations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$3,241,973
637,347
(471,830)

$2,626,993
609,339
(415,195)

$2,745,461
567,024
(410,637)

Total operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,407,490

2,821,137

2,901,848

Purchased gas cost

Distribution segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pipeline and storage segment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intersegment eliminations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total purchased gas cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operation and maintenance expense . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization expense . . . . . . . . . . . . . . . . . . . . . . . .
Taxes, other than income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-operating income (expense) . . . . . . . . . . . . . . . . . . . . . . . . .
Interest charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,501,695
1,582
(470,560)

1,032,717
679,019
477,977
312,779

904,998
(2,145)
83,554

819,299
153,736

1,071,227
1,548
(413,921)

1,268,591
(360)
(409,394)

658,854
629,601
429,828
278,755

824,099
7,171
84,474

746,796
145,353

858,837
630,308
391,456
275,189

746,058
7,404
103,153

650,309
138,903

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 665,563

$ 601,443

$ 511,406

Basic net income per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Diluted net income per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

5.12

5.12

$

$

4.89

4.89

$

$

4.36

4.35

Weighted average shares outstanding:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

129,779

Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

129,834

122,788

122,872

117,200

117,461

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss), net of tax

Net unrealized holding gains (losses) on available-for-sale

$ 665,563

$ 601,443

$ 511,406

securities, net of tax of $(55), $32 and $64 . . . . . . . . . . . . . . . . . .

(191)

106

218

Cash flow hedges:

Amortization and unrealized gains (losses) on interest rate

agreements, net of tax of $36,875, $17,198 and $(6,782) . . . . .

Total other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . .

127,583

127,392

56,888

56,994

(22,944)

(22,726)

Total comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 792,955

$ 658,437

$ 488,680

See accompanying notes to consolidated financial statements.

45

ATMOS ENERGY CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Common stock

Number of
Shares

Stated
Value

Additional
Paid-in
Capital

Accumulated
Other
Comprehensive
Income
(Loss)

Retained
Earnings

Total

(In thousands, except share and per share data)

111,273,683 $556 $2,974,926
—
—

— —
— —

$ (83,647)
—
(22,726)

$1,878,116 $4,769,951
511,406
(22,726)

511,406
—

— —

— —

—

—

—

(245,717)

(245,717)

(8,210)

8,210

—

7,574,111
38
1
110,063
81,456 —
2
299,612

694,065
11,070
8,252
2,946

— —

20,935

—
—
—
—

—

—
—
—
—

—

119,338,925

597
— —
— —

3,712,194
—
—

(114,583)
—
56,994

2,152,015
601,443
—

694,103
11,071
8,252
2,948

20,935

5,750,223
601,443
56,994

— —

—

30
6,101,916
107,989
1
78,941 —

624,272
11,325
8,222

254,706

1

2,748

—

—
—
—

—

—

(282,444)

(282,444)

—
—
—

—

—

624,302
11,326
8,222

2,749

18,388

6,791,203
665,563
127,392

125,882,477

629
— —
— —

4,377,149
—
—

(57,589)
—
127,392

2,471,014
665,563
—

— —

—

6,130,875

31
79,921 —
1
84,265
1
242,216

606,636
7,715
8,125
3,091

— —

21,035

—

—
—
—
—

—

(323,904)

(323,904)

—
—
—
—

—

606,667
7,715
8,126
3,092

21,035

Balance, September 30, 2018 . . . .
Net income . . . . . . . . . . . . . . . . . . .
Other comprehensive loss . . . . . . .
Cash dividends ($2.10 per

share) . . . . . . . . . . . . . . . . . . . . .

Cumulative effect of accounting

change . . . . . . . . . . . . . . . . . . . . .

Common stock issued:

Public offering . . . . . . . . . . . . . . .
Direct stock purchase plan . . . . .
Retirement savings plan . . . . . . .
1998 Long-term incentive plan . . .
Employee stock-based

compensation . . . . . . . . . . . . .

Balance, September 30, 2019 . . . .
Net income . . . . . . . . . . . . . . . . . . .
Other comprehensive income . . . .
Cash dividends ($2.30 per

share) . . . . . . . . . . . . . . . . . . . . .

Common stock issued:

Public offering . . . . . . . . . . . . . . .
Direct stock purchase plan . . . . .
Retirement savings plan . . . . . . .
1998 Long-term incentive

plan . . . . . . . . . . . . . . . . . . . . .

Employee stock-based

Balance, September 30, 2020 . . . .
Net income . . . . . . . . . . . . . . . . . . .
Other comprehensive income . . . .
Cash dividends ($2.50 per

share) . . . . . . . . . . . . . . . . . . . . .

Common stock issued:

Public offering . . . . . . . . . . . . . . .
Direct stock purchase plan . . . . .
Retirement savings plan . . . . . . .
1998 Long-term incentive plan . . .
Employee stock-based

compensation . . . . . . . . . . . . .

compensation . . . . . . . . . . . . .

— —

18,388

Balance, September 30, 2021 . . . .

132,419,754 $662 $5,023,751

$ 69,803

$2,812,673 $7,906,889

See accompanying notes to consolidated financial statements.

46

ATMOS ENERGY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

CASH FLOWS FROM OPERATING ACTIVITIES

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by (used in)

operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
One-time income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity component of AFUDC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other

Changes in assets and liabilities:

(Increase) decrease in accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . .
(Increase) decrease in gas stored underground . . . . . . . . . . . . . . . . . . . . . .
Increase in Winter Storm Uri current regulatory asset (see Note 9) . . . . . .
Increase in other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in Winter Storm Uri long-term regulatory asset (see Note 9) . . . .
(Increase) decrease in deferred charges and other assets . . . . . . . . . . . . . . .
Increase in accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . .
Decrease in other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase (decrease) in deferred credits and other liabilities . . . . . . . . . . . . .

2021

Year Ended September 30
2020
(In thousands)

2019

$

665,563

$

601,443

$

511,406

477,977
155,355
—
11,255
14,030
(32,749)
3,731

(113,665)
(66,166)
(2,003,659)
(84,705)
(76,652)
136,809
104,242
(166,268)
(109,349)

429,828
155,322
(20,962)
9,583
11,543
(23,493)
8,411

7,167
18,188
—
(35,878)
—
(31,935)
7,359
(129,543)
30,966

391,456
132,004
—
11,121
9,464
(11,165)
1,169

18,724
35,594
—
(26,590)
—
(58,403)
9,908
(103,895)
47,976

968,769

Net cash provided by (used in) operating activities . . . . . . . . . . . . . . . . .

(1,084,251)

1,037,999

CASH FLOWS USED IN INVESTING ACTIVITIES

Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from the sale of discontinued operations . . . . . . . . . . . . . . . . . . . . .
Purchases of debt and equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of debt and equity securities . . . . . . . . . . . . . . . . . . . . . . .
Maturities of debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,969,540)
—
(49,879)
14,957
28,850
11,957

(1,935,676)
—
(50,517)
32,339
18,669
9,667

(1,693,477)
4,000
(29,153)
6,070
20,299
8,601

Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,963,655)

(1,925,518)

(1,683,660)

CASH FLOWS FROM FINANCING ACTIVITIES

Net decrease in short-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of long-term debt, net of premium/discount . . . . . . .
Net proceeds from equity offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of common stock through stock purchase and employee retirement
plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlement of interest rate swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of long-term debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—
2,797,346
606,667

15,841
62,159
—
(323,904)
(14,288)

Net cash provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . .

3,143,821

Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of year

95,915
20,808

(464,915)
999,450
624,302

19,548
(4,426)
—
(282,444)
(7,738)

883,777

(3,742)
24,550

(110,865)
1,045,221
694,103

19,323
(90,141)
(575,000)
(245,717)
(11,254)

725,670

10,779
13,771

Cash and cash equivalents at end of year

. . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

116,723

$

20,808

$

24,550

See accompanying notes to consolidated financial statements.

47

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Nature of Business

Atmos Energy Corporation (Atmos Energy or the “Company”) and its subsidiaries are engaged in the regu-
lated natural gas distribution and pipeline and storage businesses. Through our distribution business, we deliver
natural gas through sales and transportation arrangements to over three million residential, commercial, public-
authority and industrial customers through our six regulated distribution divisions in the service areas described
below:

Division

Service Area

Atmos Energy Colorado-Kansas Division . . . . . . . . Colorado, Kansas
Atmos Energy Kentucky/Mid-States Division . . . . Kentucky, Tennessee, Virginia(1)
Atmos Energy Louisiana Division . . . . . . . . . . . . . . Louisiana
Atmos Energy Mid-Tex Division . . . . . . . . . . . . . . Texas, including the Dallas/Fort Worth

Atmos Energy Mississippi Division . . . . . . . . . . . . Mississippi
Atmos Energy West Texas Division . . . . . . . . . . . . West Texas

metropolitan area

(1) Denotes location where we have more limited service areas.

In addition, we transport natural gas for others through our distribution system. Our distribution business is
subject to federal and state regulation and/or regulation by local authorities in each of the states in which our dis-
tribution divisions operate. Our corporate headquarters and shared-services function are located in Dallas, Texas,
and our customer support centers are located in Amarillo and Waco, Texas.

Our pipeline and storage business, which is also subject to federal and state regulation, consists of the pipe-
line and storage operations of our Atmos Pipeline–Texas (APT) Division and our natural gas transmission busi-
ness in Louisiana. The APT division provides transportation and storage services to our Mid-Tex Division, other
third-party local distribution companies, industrial and electric generation customers, as well as marketers and
producers. As part of its pipeline operations, APT manages five underground storage facilities in Texas. We also
provide ancillary services customary to the pipeline industry including parking arrangements, lending and sales
of inventory on hand. Our natural gas transmission operations in Louisiana are comprised of a 21-mile pipeline
located in the New Orleans, Louisiana area that is primarily used to aggregate gas supply for our distribution
division in Louisiana under a long-term contract and on a more limited basis, to third parties.

2. Summary of Significant Accounting Policies

Principles of consolidation — The accompanying consolidated financial statements include the accounts of
Atmos Energy Corporation and its wholly-owned subsidiaries. All material intercompany transactions have been
eliminated; however, we have not eliminated intercompany profits when such amounts are probable of recovery
under the affiliates’ rate regulation process.

Use of estimates — The preparation of financial statements in conformity with accounting principles gen-

erally accepted in the United States requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenues and expenses. The most significant estimates include the allow-
ance for doubtful accounts, unbilled revenues, contingency accruals, pension and postretirement obligations,
deferred income taxes, impairment of long-lived assets, risk management and trading activities, fair value meas-
urements and the valuation of goodwill and other long-lived assets. Actual results could differ from those esti-
mates.

Regulation — Our distribution and pipeline and storage operations are subject to regulation with respect to
rates, service, maintenance of accounting records and various other matters by the respective regulatory author-
ities in the states in which we operate. Our accounting policies recognize the financial effects of the ratemaking
and accounting practices and policies of the various regulatory commissions. Accounting principles generally

48

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

accepted in the United States require cost-based, rate-regulated entities that meet certain criteria to reflect the
authorized recovery of costs due to regulatory decisions in their financial statements. As a result, certain costs are
permitted to be capitalized rather than expensed because they can be recovered through rates. We record certain costs
as regulatory assets when future recovery through customer rates is considered probable. Regulatory liabilities are
recorded when it is probable that revenues will be reduced for amounts that will be credited to customers through the
ratemaking process. The amounts to be recovered or recognized are based upon historical experience and our under-
standing of the regulations. Further, regulation may impact the period in which revenues or expenses are recognized.

Substantially all of our regulatory assets are recorded as a component of other current assets and deferred

charges and other assets and our regulatory liabilities are recorded as a component of other current liabilities and
deferred credits and other liabilities. Deferred gas costs are recorded either in other current assets or liabilities and
the long-term portion of regulatory excess deferred taxes and regulatory cost of removal obligation are reported
separately. Significant regulatory assets and liabilities as of September 30, 2021 and 2020 included the following:

September 30

2021

2020

(In thousands)

Regulatory assets:

Pension and postretirement benefit costs . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Infrastructure mechanisms (1)
Winter Storm Uri incremental costs (2)
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred gas costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Regulatory excess deferred taxes (3)
Recoverable loss on reacquired debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred pipeline record collection costs . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

45,922
222,795
2,100,728
66,395
45,370
3,789
32,099
4,343

$ 149,089
183,943
—
40,593
—
4,894
29,839
6,283

$2,521,441

$ 414,641

Regulatory liabilities:

Regulatory excess deferred taxes (3)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Regulatory cost of removal obligation . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred gas costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset retirement obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
APT annual adjustment mechanism . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension and postretirement benefit costs . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 705,084
541,511
52,553
18,373
31,110
56,201
19,363

$ 718,651
531,096
19,985
20,348
57,379
—
19,554

$1,424,195

$1,367,013

(1) Infrastructure mechanisms in Texas, Louisiana and Tennessee allow for the deferral of all eligible expenses
associated with capital expenditures incurred pursuant to these rules, including the recording of interest on
the deferred expenses until the next rate proceeding (rate case or annual rate filing), at which time investment
and costs would be recovered through base rates.

(2) Includes extraordinary gas costs incurred during Winter Storm Uri and related carrying costs. See Note 9 to
the consolidated financial statements for further information. This amount is recorded within other current
assets and deferred charges and other assets on the consolidated balance sheet as of September 30, 2021.

(3) Regulatory excess deferred taxes represent changes in our net deferred tax liability related to our cost of

service ratemaking due to the enactment of the Tax Cuts and Jobs Act of 2017 (the “TCJA”) and a Kansas
legislative change enacted in fiscal 2020. See Notes 12 and 14 to the consolidated financial statements for
further information.

49

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Revenue recognition

Distribution Revenues

Distribution revenues represent the delivery of natural gas to residential, commercial, industrial and public
authority customers at prices based on tariff rates established by regulatory authorities in the states in which we
operate. Revenue is recognized and our performance obligation is satisfied over time when natural gas is deliv-
ered and simultaneously consumed by our customers. We have elected to use the invoice practical expedient and
recognize revenue for volumes delivered that we have the right to invoice our customers. We read meters and bill
our customers on a monthly cycle basis. Accordingly, we estimate volumes from the last meter read to the bal-
ance sheet date and accrue revenue for gas delivered but not yet billed.

In our Texas and Mississippi jurisdictions, we pay franchise fees and gross receipt taxes to operate in these

service areas. These franchise fees and gross receipts taxes are required to be paid regardless of our ability to
collect from our customers. Accordingly, we account for these amounts on a gross basis in revenue and we
record the associated tax expense as a component of taxes, other than income.

Pipeline and Storage Revenues

Pipeline and storage revenues primarily represent the transportation and storage of natural gas on our APT

system and the transmission of natural gas through our 21-mile pipeline in Louisiana. APT provides trans-
portation and storage services to our Mid-Tex Division, other third party local distribution companies and certain
industrial customers under tariff rates approved by the RRC. APT also provides certain transportation and storage
services to industrial and electric generation customers, as well as marketers and producers, under negotiated
rates. Our pipeline in Louisiana is primarily used to aggregate gas supply for our Louisiana Division under a
long-term contract and on a more limited basis to third parties. The demand fee charged to our Louisiana Divi-
sion is subject to regulatory approval by the Louisiana Public Service Commission. We also manage two asset
management plans with distribution affiliates of the Company at terms that have been approved by the applicable
state regulatory commissions. The performance obligations for these transportation customers are satisfied by
means of transporting customer-supplied gas to the designated location. Revenue is recognized and our perform-
ance obligation is satisfied over time when natural gas is delivered to the customer. Management determined that
these arrangements qualify for the invoice practical expedient for recognizing revenue. For demand fee arrange-
ments, revenue is recognized and our performance obligation is satisfied by standing ready to transport natural
gas over the period of each individual month.

Alternative Revenue Program Revenues

In our distribution segment, we have weather-normalization adjustment mechanisms that serve to minimize

the effects of weather on our residential and commercial revenues. Additionally, APT has a regulatory mecha-
nism that requires that we share with its tariffed customers 75% of the difference between the total non-tariffed
revenues earned during a test period and a revenue benchmark of $69.4 million that was established in its most
recent rate case. Differences between actual revenues and revenues calculated under these mechanisms adjust the
amount billed to customers. These mechanisms are considered to be alternative revenue programs under account-
ing standards generally accepted in the United States as they are deemed to be contracts between us and our regu-
lator. Accordingly, revenue under these mechanisms are excluded from revenue from contracts with customers.

Purchased gas costs — Rates established by regulatory authorities are adjusted for increases and decreases

in our purchased gas costs through purchased gas cost adjustment mechanisms. Purchased gas cost adjustment
mechanisms provide gas distribution companies a method of recovering purchased gas costs on an ongoing basis
without filing a rate case to address all of their non-gas costs. There is no margin generated through purchased
gas cost adjustments, but they provide a dollar-for-dollar offset to increases or decreases in our distribution
segment’s gas costs. The effects of these purchased gas cost adjustment mechanisms are recorded as deferred gas
costs on our consolidated balance sheets.

50

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Cash and cash equivalents — We consider all highly liquid investments with an original maturity of three

months or less to be cash equivalents.

Accounts receivable and allowance for uncollectible accounts — Accounts receivable arise from natural

gas sales to residential, commercial, industrial, public authority and other customers. Our accounts receivable
balance includes unbilled amounts which represent a customer’s consumption of gas from the date of the last
cycle billing through the last day of the month. The receivable balances are short term and generally do not
extend beyond one month. To minimize credit risk, we assess the credit worthiness of new customers, require
deposits where necessary, assess late fees, pursue collection activities and disconnect service for nonpayment.
After disconnection, accounts are written off when deemed uncollectible. At each reporting period, we assess the
allowance for uncollectible accounts based on historical experience, current conditions and consideration of
expected future conditions. Circumstances which could affect our estimates include, but are not limited to, cus-
tomer credit issues, the level of natural gas prices, customer deposits and general economic conditions.

Gas stored underground — Our gas stored underground is comprised of natural gas injected into storage to
support the winter season withdrawals for our distribution operations. The average cost method is used for all of
our distribution operations. Gas in storage that is retained as cushion gas to maintain reservoir pressure is classi-
fied as property, plant and equipment and is valued at cost.

Property, plant and equipment — Regulated property, plant and equipment is stated at original cost, net of con-

tributions in aid of construction. The cost of additions includes direct construction costs, payroll related costs (taxes,
pensions and other benefits), administrative and general costs and an allowance for funds used during construction
(AFUDC). AFUDC represents the capitalizable total cost of funds used to finance the construction of major projects.

The following table details amounts capitalized for the fiscal year ended September 30.

Component of AFUDC
. . . . . . . . . . . . . . . . . . . . .

Debt
Equity . . . . . . . . . . . . . . . . . . . . Other non-operating income (expense)

Statement of Comprehensive Income Location
Interest charges

2021

$11,414
32,749

2020
(In thousands)
$ 8,436
23,493

2019

$ 7,643
11,165

$44,163

$31,929

$18,808

Major renewals, including replacement pipe, and betterments that are recoverable through our regulatory

rate base are capitalized while the costs of maintenance and repairs that are not capitalizable are charged to
expense as incurred. The costs of large projects are accumulated in construction in progress until the project is
completed. When the project is completed, tested and placed in service, the balance is transferred to the regulated
plant in service account included in the rate base and depreciation begins.

Regulated property, plant and equipment is depreciated at various rates on a straight-line basis. These rates
are approved by our regulatory commissions and are comprised of two components: one based on average serv-
ice life and one based on cost of removal. Accordingly, we recognize our cost of removal expense as a compo-
nent of depreciation expense. The related cost of removal accrual is reflected as a regulatory liability on the
consolidated balance sheet. At the time property, plant and equipment is retired, removal expenses less salvage,
are charged to the regulatory cost of removal accrual. The composite depreciation rate was 3.0 percent,
3.0 percent and 3.1 percent for the fiscal years ended September 30, 2021, 2020 and 2019.

Other property, plant and equipment is stated at cost. Depreciation is generally computed on the straight-line

method for financial reporting purposes based upon estimated useful lives.

Asset retirement obligations — We record a liability at fair value for an asset retirement obligation when the
legal obligation to retire the asset has been incurred with an offsetting increase to the carrying value of the related asset.

As of September 30, 2021 and 2020, we had asset retirement obligations of $18.4 million and $20.3 million.
Additionally, we had $12.8 million and $14.4 million of asset retirement costs recorded as a component of prop-
erty, plant and equipment that will be depreciated over the remaining life of the underlying associated assets.

51

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We believe we have a legal obligation to retire our natural gas storage facilities. However, we have not

recognized an asset retirement obligation associated with our storage facilities because we are not able to
determine the settlement date of this obligation as we do not anticipate taking our storage facilities out of service
permanently. Therefore, we cannot reasonably estimate the fair value of this obligation.

Impairment of long-lived assets — We evaluate whether events or circumstances have occurred that
indicate that other long-lived assets may not be recoverable or that the remaining useful life may warrant
revision. When such events or circumstances are present, we assess the recoverability of long-lived assets by
determining whether the carrying value will be recovered through the expected future cash flows. In the event the
sum of the expected future cash flows resulting from the use of the asset is less than the carrying value of the
asset, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded.

Goodwill — We annually evaluate our goodwill balances for impairment during our second fiscal quarter or

more frequently as impairment indicators arise. During the second quarter of fiscal 2021, we completed our
annual goodwill impairment assessment. We test goodwill for impairment at the reporting unit level on an annual
basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce
the fair value of the reporting unit. Based on the assessment performed, we determined that our goodwill was not
impaired. Although not applicable for the fiscal 2021 analysis, if a qualitative goodwill assessment resulted in
impairment indicators, we would then use a present value technique based on discounted cash flows to estimate
the fair value of our reporting units. These calculations are dependent on several subjective factors including the
timing of future cash flows, future growth rates and the discount rate. An impairment charge is recognized if the
carrying value of a reporting unit’s goodwill exceeds its fair value.

Lease accounting — We adopted the provisions of the new lease accounting standard beginning on
October 1, 2019. Results for reporting periods beginning on October 1, 2019 are presented under the new lease
accounting standard and prior periods are presented under the former lease accounting standard. Upon adoption,
we recorded right of use (ROU) assets and lease liabilities within the consolidated balance sheet.

We determine if an arrangement is a lease at the inception of the agreement based on the terms and con-

ditions in the contract. A contract contains a lease if there is an identified asset and we have the right to control
the asset. We are the lessee for substantially all of our leasing activities, which primarily includes operating
leases for office and warehouse space, tower space, vehicles and heavy equipment used in our operations. We are
also a lessee in finance leases for service centers.

We record a lease liability and a corresponding ROU asset for all of our leases with a term greater than 12

months. For lease contracts containing renewal and termination options, we include the option period in the lease
term when it is reasonably certain the option will be exercised. We most frequently assume renewal options at
the inception of the arrangement for our tower and fleet leases, based on our anticipated use of the assets. Real
estate leases that contain a renewal option are evaluated on a lease-by-lease basis to determine if the option
period should be included in the lease term. Currently, we have not included material renewal options for real
estate leases in our ROU asset or lease liability.

The lease liability represents the present value of all lease payments over the lease term. We do not include

short-term leases in the calculation of our lease liabilities. The discount rate used to determine the present value of
the lease liability is the rate implicit in the lease unless that rate cannot be readily determined. We use the implicit
rate stated in the agreement to determine the lease liability for our fleet leases. We use our corporate collateralized
incremental borrowing rate as the discount rate for all other lease agreements. This rate is appropriate because we
believe it represents the rate we would have incurred to borrow funds to acquire the leased asset over a similar term.
We calculated this rate using a combination of inputs, including our current credit rating, quoted market prices of
interest rates for our publicly traded unsecured debt, observable market yield curve data for peer companies with a
credit rating one notch higher than our current credit rating and the lease term.

52

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The ROU asset represents the right to use the underlying asset for the lease term, and is equal to the lease

liability, adjusted for prepaid or accrued lease payments and any lease incentives that have been paid to us or
when we are reasonably certain to incur costs equal to or greater than the allowance defined in the contract. We
bundle our lease and non-lease components as a single component for all asset classes.

Variable payments included in our leasing arrangements are expensed in the period in which the obligation
for these payments is incurred. Variable payments are dependent on usage, output or may vary for other reasons.
Most of our variable lease expense is related to tower leases that have escalating payments based on changes to a
stated CPI index, and usage of certain office equipment.

We have not provided material residual value guarantees for our leases, nor do our leases contain material

restrictions or covenants.

Marketable securities — As of September 30, 2021, we hold marketable securities classified as either

equity or debt securities. Changes in fair value of our equity securities are recorded in net income, while debt
securities, which are considered available for sale securities, are reported at market value with unrealized gains
and losses shown as a component of accumulated other comprehensive income (loss).

We regularly evaluate the performance of our available for sale debt securities on an investment by invest-

ment basis for impairment, taking into consideration the securities’ purpose, volatility and current returns. If a
determination is made that a security will likely be sold before the recovery of its cost, the related investment is
written down to its estimated fair value.

Financial instruments and hedging activities — We use financial instruments to mitigate commodity price

risk in our distribution and pipeline and storage segments and to mitigate interest rate risk. The objectives and
strategies for using financial instruments have been tailored to our business and are discussed in Note 15 to the
consolidated financial statements.

We record all of our financial instruments on the balance sheet at fair value, with the exception of normal

purchases and normal sales that are expected to result in physical delivery, with changes in fair value ultimately
recorded in the statement of comprehensive income. These financial instruments are reported as risk management
assets and liabilities and are classified as current or noncurrent other assets or liabilities based upon the antici-
pated settlement date of the underlying financial instrument. We record the cash flow impact of our financial
instruments in operating cash flows based upon their balance sheet classification.

The timing of when changes in fair value of our financial instruments are recorded in the statement of com-
prehensive income depends on whether the financial instrument has been designated and qualifies as a part of a
hedging relationship or if regulatory rulings require a different accounting treatment. Changes in fair value for
financial instruments that do not meet one of these criteria are recognized in the statement of comprehensive
income as they occur.

Financial Instruments Associated with Commodity Price Risk

In our distribution segment, the costs associated with and the realized gains and losses arising from the use

of financial instruments to mitigate commodity price risk are included in our purchased gas cost adjustment
mechanisms in accordance with regulatory requirements. Therefore, changes in the fair value of these financial
instruments are initially recorded as a component of deferred gas costs and recognized in the consolidated state-
ments of comprehensive income as a component of purchased gas cost when the related costs are recovered
through our rates and recognized in revenue in accordance with accounting principles generally accepted in the
United States. Accordingly, there is no earnings impact on our distribution segment as a result of the use of these
financial instruments.

53

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Financial Instruments Associated with Interest Rate Risk

In connection with the planned issuance of long-term debt, we may use financial instruments to manage
interest rate risk. We currently manage this risk through the use of forward starting interest rate swaps to fix the
Treasury yield component of the interest cost associated with anticipated financings. We designate these finan-
cial instruments as cash flow hedges at the time the agreements are executed. Unrealized gains and losses asso-
ciated with the instruments are recorded as a component of accumulated other comprehensive income (loss).
When the instruments settle, the realized gain or loss is recorded as a component of accumulated other compre-
hensive income (loss) and recognized as a component of interest charges over the life of the related financing
arrangement. As of September 30, 2021 and 2020, no cash was required to be held in margin accounts.

Fair Value Measurements — We report certain assets and liabilities at fair value, which is defined as the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date (exit price). We primarily use quoted market prices and other observable
market pricing information in valuing our financial assets and liabilities and minimize the use of unobservable
pricing inputs in our measurements.

Fair-value estimates also consider our own creditworthiness and the creditworthiness of the counterparties

involved. Our counterparties consist primarily of financial institutions and major energy companies. This concen-
tration of counterparties may materially impact our exposure to credit risk resulting from market, economic or
regulatory conditions. We seek to minimize counterparty credit risk through an evaluation of their financial con-
dition and credit ratings and the use of collateral requirements under certain circumstances.

Amounts reported at fair value are subject to potentially significant volatility based upon changes in market

prices, including, but not limited to, the valuation of the portfolio of our contracts, maturity and settlement of
these contracts and newly originated transactions and interest rates, each of which directly affect the estimated
fair value of our financial instruments. We believe the market prices and models used to value these financial
instruments represent the best information available with respect to closing exchange and over-the-counter quota-
tions, time value and volatility factors underlying the contracts. Values are adjusted to reflect the potential impact
of an orderly liquidation of our positions over a reasonable period of time under then current market conditions.

Authoritative accounting literature establishes a fair value hierarchy that prioritizes the inputs used to measure

fair value based on observable and unobservable data. The hierarchy categorizes the inputs into three levels, with
the highest priority given to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1)
and the lowest priority given to unobservable inputs (Level 3). The levels of the hierarchy are described below:

Level 1 — Represents unadjusted quoted prices in active markets for identical assets or liabilities. An active

market for the asset or liability is defined as a market in which transactions for the asset or liability occur with
sufficient frequency and volume to provide pricing information on an ongoing basis. Prices actively quoted on
national exchanges are used to determine the fair value of most of our assets and liabilities recorded on our bal-
ance sheet at fair value.

Our Level 1 measurements consist primarily of our debt and equity securities. The Level 1 measurements for

investments in the Atmos Energy Corporation Master Retirement Trust (the Master Trust), Supplemental Executive
Benefit Plan and postretirement benefit plan consist primarily of exchange-traded financial instruments.

Level 2 — Represents pricing inputs other than quoted prices included in Level 1 that are either directly or
indirectly observable for the asset or liability as of the reporting date. These inputs are derived principally from,
or corroborated by, observable market data. Our Level 2 measurements primarily consist of non-exchange-traded
financial instruments, such as over-the-counter options and swaps and municipal and corporate bonds where
market data for pricing is observable. The Level 2 measurements for investments in our Master Trust, Supple-
mental Executive Benefit Plan and postretirement benefit plan consist primarily of non-exchange traded financial
instruments such as corporate bonds and government securities.

54

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Level 3 — Represents generally unobservable pricing inputs which are developed based on the best

information available, including our own internal data, in situations where there is little if any market activity for
the asset or liability at the measurement date. The pricing inputs utilized reflect what a market participant would
use to determine fair value. We currently do not have any Level 3 investments.

Pension and other postretirement plans — Pension and other postretirement plan costs and liabilities are
determined on an actuarial basis and are affected by numerous assumptions and estimates including the market
value of plan assets, estimates of the expected return on plan assets, assumed discount rates and current demo-
graphic and actuarial mortality data. Our measurement date is September 30. The assumed discount rate and the
expected return are the assumptions that generally have the most significant impact on our pension costs and
liabilities. The assumed discount rate, the assumed health care cost trend rate and assumed rates of retirement
generally have the most significant impact on our postretirement plan costs and liabilities.

The discount rate is utilized principally in calculating the actuarial present value of our pension and post-

retirement obligation and net pension and postretirement cost. When establishing our discount rate, we consider
high quality corporate bond rates based on bonds available in the marketplace that are suitable for settling the
obligations, changes in those rates from the prior year and the implied discount rate that is derived from matching
our projected benefit disbursements with currently available high quality corporate bonds.

The expected long-term rate of return on assets is utilized in calculating the expected return on plan assets

component of the annual pension and postretirement plan cost. We estimate the expected return on plan assets by
evaluating expected bond returns, equity risk premiums, asset allocations, the effects of active plan management,
the impact of periodic plan asset rebalancing and historical performance. We also consider the guidance from our
investment advisors when making a final determination of our expected rate of return on assets. To the extent the
actual rate of return on assets realized over the course of a year is greater than or less than the assumed rate, that
year’s annual pension or postretirement plan cost is not affected. Rather, this gain or loss is amortized over the
expected future working lifetime of the plan participants.

The expected return on plan assets is then calculated by applying the expected long-term rate of return on
plan assets to the market-related value of the plan assets. The market-related value of our plan assets represents
the fair market value of the plan assets, adjusted to smooth out short-term market fluctuations over a five-year
period. The use of this calculation will delay the impact of current market fluctuations on the pension expense for
the period.

We use a corridor approach to amortize actuarial gains and losses. Under this approach, net gains or losses

in excess of ten percent of the larger of the pension benefit obligation or the market-related value of the assets are
amortized on a straight-line basis. The period of amortization is the average remaining service of active partic-
ipants who are expected to receive benefits under the plan.

We estimate the assumed health care cost trend rate used in determining our annual postretirement net cost

based upon our actual health care cost experience, the effects of recently enacted legislation and general
economic conditions. Our assumed rate of retirement is estimated based upon the annual review of our partic-
ipant census information as of the measurement date.

We present only the current service cost component of the net benefit cost within operations and main-
tenance expense in the consolidated statements of comprehensive income. The remaining components of net
benefit cost are recorded in other non-operating income (expense) in our consolidated statements of compre-
hensive income. Only the service cost component of net benefit cost is eligible for capitalization and we continue
to capitalize these costs into property, plant and equipment. Additionally, we defer into a regulatory asset the
portion of non-service components of net periodic benefit cost that are capitalizable for regulatory purposes.

55

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Income taxes — Income taxes are determined based on the liability method, which results in income tax

assets and liabilities arising from temporary differences. Temporary differences are differences between the tax
bases of assets and liabilities and their reported amounts in the financial statements that will result in taxable or
deductible amounts in future years. The liability method requires the effect of tax rate changes on accumulated
deferred income taxes to be reflected in the period in which the rate change was enacted. The liability method
also requires that deferred tax assets be reduced by a valuation allowance unless it is more likely than not that the
assets will be realized.

The Company may recognize the tax benefit from uncertain tax positions only if it is at least more likely
than not that the tax position will be sustained on examination by the taxing authorities, based on the technical
merits of the position. The tax benefits recognized in the financial statements from such a position should be
measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon
settlement with the taxing authorities. We recognize accrued interest related to unrecognized tax benefits as a
component of interest charges. We recognize penalties related to unrecognized tax benefits as a component of
miscellaneous income (expense) in accordance with regulatory requirements.

Tax collections — We are allowed to recover from customers revenue-related taxes that are imposed upon

us. We record such taxes as operating expenses and record the corresponding customer charges as operating
revenues. However, we do collect and remit various other taxes on behalf of various governmental authorities,
and we record these amounts in our consolidated balance sheets on a net basis. We do not collect income taxes
from our customers on behalf of governmental authorities.

Contingencies — In the normal course of business, we are confronted with issues or events that may result
in a contingent liability. These generally relate to lawsuits, claims made by third parties or the action of various
regulatory agencies. For such matters, we record liabilities when they are considered probable and estimable,
based on currently available facts and our estimates of the ultimate outcome or resolution of the liability in the
future. We maintain liability insurance for various risks associated with the operation of our natural gas pipelines
and facilities, including for property damage and bodily injury. These liability insurance policies generally
require us to be responsible for the first $1.0 million (self-insured retention) of each incident. To the extent a loss
contingency exceeds the self-insurance retention, we record an insurance receivable when recovery is considered
probable. Upon reaching a settlement, the loss contingency is deemed resolved and recorded in accounts payable
and accrued liabilities until paid. Loss contingencies and any related insurance recovery receivables reflect our
best estimate of these amounts as of the date of this report. Actual results may differ from estimates, depending
on actual outcomes or changes in the facts or expectations surrounding each potential exposure.

Subsequent events — Except as noted in Note 6 to the consolidated financial statements regarding the
commencement of finance leases, Note 7 to the consolidated financial statements regarding the public offering of
senior notes and Note 9 to the consolidated financial statements regarding the most recent update to our securiti-
zation filing in the State of Texas, no events occurred subsequent to the balance sheet date that would require
recognition or disclosure in the consolidated financial statements.

Recent accounting pronouncements

Accounting pronouncements adopted in fiscal 2021

Effective October 1, 2020, we adopted new accounting guidance that requires credit losses on most financial

assets measured at amortized cost and certain other instruments to be measured using an expected credit loss
model. Under this model, we estimate credit losses over the entire contractual term of the instrument from the
date of initial recognition of that instrument. The new guidance also introduces a new impairment recognition
model for available-for-sale debt securities that will require credit losses to be recorded through an allowance
account. We adopted the new guidance using a modified retrospective method. The adoption of this standard did
not have a material impact on our financial position, results of operations and cash flows and no adjustments

56

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

were made to October 1, 2020 opening balances as a result of this adoption. As required under the modified retro-
spective method of adoption, results for the reporting period beginning after October 1, 2020 are presented under
Accounting Standards Codification (ASC) 326, while prior period amounts are not adjusted. See Notes 5 and 16
to the consolidated financial statements for further discussion of implementation of the standard.

Accounting pronouncements that will be effective after fiscal 2021

In March 2020, the Financial Accounting Standards Board (FASB) issued optional guidance which will ease

the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting.
The amendments provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging rela-
tionships and other transactions affected by the cessation of the London Interbank Offered Rate (LIBOR). The
amendments can be elected immediately, as of March 12, 2020, through December 31, 2022. As we implement
the cessation of LIBOR into our current contracts and hedging relationships, we expect to elect the optional
guidance to ease the potential burden in accounting. We are currently evaluating the potential impact on our
financial position, results of operations and cash flows.

3. Segment Information

As of September 30, 2021, we manage and review our consolidated operations through the following two

reportable segments:

‰ The distribution segment is primarily comprised of our regulated natural gas distribution and related sales

operations in eight states.

‰ The pipeline and storage segment is comprised primarily of the pipeline and storage operations of our

Atmos Pipeline-Texas division and our natural gas transmission operations in Louisiana.

Our determination of reportable segments considers the strategic operating units under which we manage

sales of various products and services to customers. Although our distribution segment operations are geo-
graphically dispersed, they are aggregated and reported as a single segment as each natural gas distribution divi-
sion has similar economic characteristics. In addition, because the pipeline and storage operations of our Atmos
Pipeline-Texas division and our natural gas transmission operations in Louisiana have similar economic charac-
teristics, they have been aggregated and reported as a single segment.

The accounting policies of the segments are the same as those described in the summary of significant
accounting policies. We evaluate performance based on net income or loss of the respective operating units. We
allocate interest and pension expense to the pipeline and storage segment; however, there is no debt or pension
liability recorded on the pipeline and storage segment balance sheet. All material intercompany transactions have
been eliminated; however, we have not eliminated intercompany profits when such amounts are probable of
recovery under the affiliates’ rate regulation process. Income taxes are allocated to each segment as if each
segment’s income taxes were calculated on a separate return basis.

57

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Income statements and capital expenditures by segment are shown in the following tables.

Year Ended September 30, 2021

Distribution

Pipeline and
Storage

Eliminations

Consolidated

(In thousands)

Operating revenues from external parties . . . . . . . . . . . .
Intersegment revenues . . . . . . . . . . . . . . . . . . . . . . . . . .

$3,238,753
3,220

$168,737
468,610

$
(471,830)

— $3,407,490
—

Total operating revenues . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchased gas cost
Operation and maintenance expense . . . . . . . . . . . . . . . .
Depreciation and amortization expense . . . . . . . . . . . . .
Taxes, other than income . . . . . . . . . . . . . . . . . . . . . . . .

3,241,973
1,501,695
501,209
345,481
275,074

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-operating income (expense) . . . . . . . . . . . . . .
Interest charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income before income taxes . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

618,514
(20,694)
36,629

561,191
115,329

637,347
1,582
179,080
132,496
37,705

286,484
18,549
46,925

258,108
38,407

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 445,862

$219,701

Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,454,195

$515,345

(471,830)
(470,560)
(1,270)
—
—

—
—
—

—
—

3,407,490
1,032,717
679,019
477,977
312,779

904,998
(2,145)
83,554

819,299
153,736

$

$

— $ 665,563

— $1,969,540

Year Ended September 30, 2020

Distribution

Pipeline and
Storage

Eliminations

Consolidated

(In thousands)

Operating revenues from external parties . . . . . . . . . . . .
Intersegment revenues . . . . . . . . . . . . . . . . . . . . . . . . . .

$2,624,251
2,742

$196,886
412,453

$
(415,195)

— $2,821,137
—

Total operating revenues . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchased gas cost
Operation and maintenance expense . . . . . . . . . . . . . . . .
Depreciation and amortization expense . . . . . . . . . . . . .
Taxes, other than income . . . . . . . . . . . . . . . . . . . . . . . .

2,626,993
1,071,227
472,760
309,582
245,181

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-operating income (expense) . . . . . . . . . . . . . .
Interest charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income before income taxes . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

528,243
(1,265)
39,634

487,344
91,680

609,339
1,548
158,115
120,246
33,574

295,856
8,436
44,840

259,452
53,673

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 395,664

$205,779

Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,466,631

$469,045

(415,195)
(413,921)
(1,274)
—
—

—
—
—

—
—

2,821,137
658,854
629,601
429,828
278,755

824,099
7,171
84,474

746,796
145,353

$

$

— $ 601,443

— $1,935,676

58

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Year Ended September 30, 2019

Distribution

Pipeline and
Storage

Eliminations

Consolidated

(In thousands)

Operating revenues from external parties . . . . . . . . . . . .
Intersegment revenues . . . . . . . . . . . . . . . . . . . . . . . . . .

$2,742,824
2,637

$159,024
408,000

$
(410,637)

— $2,901,848
—

Total operating revenues . . . . . . . . . . . . . . . . . . . . . . .
Purchased gas cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operation and maintenance expense . . . . . . . . . . . . . . . .
Depreciation and amortization expense . . . . . . . . . . . . .
Taxes, other than income . . . . . . . . . . . . . . . . . . . . . . . .

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-operating income . . . . . . . . . . . . . . . . . . . . . .
Interest charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income before income taxes . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,745,461
1,268,591
480,222
283,697
242,179

470,772
6,241
60,031

416,982
88,168

567,024
(360)
151,329
107,759
33,010

275,286
1,163
43,122

233,327
50,735

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 328,814

$182,592

Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,274,613

$418,864

(410,637)
(409,394)
(1,243)
—
—

—
—
—

—
—

2,901,848
858,837
630,308
391,456
275,189

746,058
7,404
103,153

650,309
138,903

$

$

— $ 511,406

— $1,693,477

The following table summarizes our revenues from external parties, excluding intersegment revenues, by

products and services for the fiscal years ended September 30.

2021

2020
(In thousands)

2019

Distribution revenues:
Gas sales revenues:

Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Public authority and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$2,117,272
838,382
113,171
50,369

Total gas sales revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transportation revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other gas revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total distribution revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pipeline and storage revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,119,194
105,554
14,005

3,238,753
168,737

$1,717,070
654,963
89,641
42,007

2,503,681
97,441
23,129

2,624,251
196,886

$1,733,548
711,284
118,046
42,613

2,605,491
95,629
41,704

2,742,824
159,024

Total operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$3,407,490

$2,821,137

$2,901,848

59

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Balance sheet information at September 30, 2021 and 2020 by segment is presented in the following tables.

September 30, 2021

Distribution

Pipeline and
Storage

Eliminations

Consolidated

(In thousands)

Property, plant and equipment, net

. . . . . . . . . . . . .

$11,232,649

$3,831,321

$

— $15,063,970

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$18,847,266

$4,076,844

$(3,315,448)

$19,608,662

September 30, 2020

Distribution

Pipeline and
Storage

Eliminations

Consolidated

(In thousands)

Property, plant and equipment, net

. . . . . . . . . . . . .

$ 9,944,978

$3,410,369

$

— $13,355,347

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$14,578,176

$3,647,907

$(2,867,051)

$15,359,032

4. Earnings Per Share

We use the two-class method of computing earnings per share because we have participating securities in
the form of non-vested restricted stock units with a nonforfeitable right to dividend equivalents, for which vest-
ing is predicated solely on the passage of time. The calculation of earnings per share using the two-class method
excludes income attributable to these participating securities from the numerator and excludes the dilutive impact
of those shares from the denominator. Basic weighted average shares outstanding is calculated based upon the
weighted average number of common shares outstanding during the periods presented. Also, this calculation
includes fully vested stock awards that have not yet been issued as common stock. Additionally, the weighted
average shares outstanding for diluted EPS includes the incremental effects of the forward sale agreements, dis-
cussed in Note 8 to the consolidated financial statements,when the impact is dilutive.

Basic and diluted earnings per share for the fiscal years ended September 30 are calculated as follows:

2019
2020
2021
(In thousands, except per share data)

Basic Earnings Per Share

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Income allocated to participating securities . . . . . . . . . . . . . . . . . . .

$665,563
465

$601,443
444

$511,406
416

Net Income available to common shareholders . . . . . . . . . . . . . . . . . . . . .

$665,098

$600,999

$510,990

Basic weighted average shares outstanding . . . . . . . . . . . . . . . . . . . . . . . .

129,779

122,788

117,200

Net Income per share — Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

5.12

$

4.89

$

4.36

Diluted Earnings Per Share

Net Income available to common shareholders . . . . . . . . . . . . . . . . . . . . .
Effect of dilutive shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$665,098
—

$600,999
—

$510,990
—

Net Income available to common shareholders . . . . . . . . . . . . . . . . . . . . .

$665,098

$600,999

$510,990

Basic weighted average shares outstanding . . . . . . . . . . . . . . . . . . . . . . . .
Dilutive shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

129,779
55

Diluted weighted average shares outstanding . . . . . . . . . . . . . . . . . . . . . .

129,834

122,788
84

122,872

117,200
261

117,461

Net Income per share — Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

5.12

$

4.89

$

4.35

60

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

5. Revenue and Accounts Receivable

The following tables disaggregates our revenue from contracts with customers by customer type and seg-
ment and provides a reconciliation to total operating revenues, including intersegment revenues, for the periods
presented.

Year Ended
September 30, 2021

Distribution

Pipeline
and
Storage

(In thousands)

Gas sales revenues:

Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Industrial
Public authority and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$2,129,704
841,145
113,091
50,565

$

—
—
—
—

Total gas sales revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transportation revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Miscellaneous revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Revenues from contracts with customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Alternative revenue program revenues (1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,134,505
107,822
10,971

3,253,298
(13,303)
1,978

—
646,416
14,141

660,557
(23,210)
—

Total operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$3,241,973

$637,347

Year Ended
September 30, 2020

Distribution

Pipeline
and
Storage

Gas sales revenues:

Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Industrial
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Public authority and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,704,444
650,396
89,467
41,339

$

—
—
—
—

Total gas sales revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transportation revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Miscellaneous revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Revenues from contracts with customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Alternative revenue program revenues (1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,485,646
99,435
19,085

2,604,166
20,856
1,971

—
636,819
9,754

646,573
(37,234)
—

Total operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$2,626,993

$609,339

61

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Year Ended
September 30, 2019

Distribution

Pipeline
and
Storage

Gas sales revenues:

Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commercial
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Industrial
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Public authority and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,755,229
716,757
118,060
42,796

$

—
—
—
—

Total gas sales revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transportation revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Miscellaneous revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Revenues from contracts with customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Alternative revenue program revenues (1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,632,842
97,495
26,050

2,756,387
(12,958)
2,032

—
623,808
8,060

631,868
(64,844)
—

Total operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$2,745,461

$567,024

(1) In our distribution segment, we have weather-normalization adjustment mechanisms that serve to mitigate
the effects of weather on our revenue. Additionally, APT has a regulatory mechanism that requires that we
share with its tariffed customers 75% of the difference between the total non-tariffed revenues earned during
a test period and a revenue benchmark.

Accounts receivable and allowance for uncollectible accounts

As described in Note 2 to the consolidated financial statements, on October 1, 2020, we adopted new
accounting guidance which requires credit losses on our accounts receivable to be measured using an expected
credit loss model over the entire contractual term from the date of initial recognition.

Due to the COVID-19 pandemic, in March 2020 we temporarily suspended disconnecting customers for
nonpayment and stopped charging late fees. We resumed disconnection activity during the third quarter of fiscal
2021. We are actively working with our customers experiencing financial hardship to offer flexible payment
options and directing them to aid agencies for financial assistance. Our allowance for uncollectible accounts
reflects the expected impact on our customers’ ability to pay.

62

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Rollforwards of our allowance for uncollectible accounts for the year ended September 30, 2021, 2020 and

2019 are presented in the table below. The allowance excludes the gas cost portion of customers’ bills for
approximately 79 percent of our customers as we have the ability to collect these gas costs through our gas cost
recovery mechanisms in most of our jurisdictions.

Balance, September 30, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current period provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Write-offs charged against allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recoveries of amounts previously written off

Balance, September 30, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current period provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Write-offs charged against allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recoveries of amounts previously written off

Balance, September 30, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current period provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Write-offs charged against allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recoveries of amounts previously written off

Allowance for
uncollectible accounts
(In thousands)
$ 14,795
18,106
(19,575)
2,573

15,899
24,796
(12,698)
1,952

29,949
43,807
(11,019)
1,734

Balance, September 30, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 64,471

6. Leases

We adopted the provisions of the new lease accounting standard beginning on October 1, 2019, using the
optional transition method, which allowed us to apply the provisions of the new standard to all leases that existed
as of the date of adoption. Therefore, results for reporting periods beginning on October 1, 2019 are presented
under the new lease accounting standard and prior periods are presented under the former lease accounting stan-
dard.

We are the lessee for substantially all of our leasing activity, which primarily includes operating leases for

office and warehouse space, tower space, vehicles and heavy equipment used in our operations. We are also a
lessee in finance leases for service centers.

The following table presents our weighted average remaining lease term for our leases.

September 30, 2021

September 30, 2020

Weighted average remaining lease term (years)

Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19.0
10.2

19.1
10.6

The following table represents our weighted average discount rate:

Weighted average discount rate

Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5.7 %
2.8 %

8.0 %
2.9 %

September 30, 2021

September 30, 2020

63

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Lease costs for the year ended September 30, 2021 and 2020 are presented in the table below. These costs
include both amounts recognized in expense and amounts capitalized. For the year ended September 30, 2021
and 2020 we did not have material short-term lease costs or variable lease costs.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance lease cost
Operating lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

September 30, 2021

September 30, 2020

(In thousands)
$

$ 1,334
42,349

622
40,887

Total lease cost

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$43,683

$41,509

Our ROU assets and lease liabilities are presented as follows on the consolidated balance sheets:

Balance Sheet Classification

September 30, 2021

September 30, 2020

(In thousands)

Assets

Finance leases . . . . . . . . . . . . . . . Net Property, Plant and

Equipment

Operating leases . . . . . . . . . . . . . Deferred charges and other assets

Total right-of-use assets . . . . . . . . .

Liabilities
Current

$ 18,252
222,446

$240,698

Finance leases . . . . . . . . . . . . . . . Current maturities of long-term debt
Operating leases . . . . . . . . . . . . . Other current liabilities

$

452
37,688

Noncurrent

Finance leases . . . . . . . . . . . . . . . Long-term debt
Operating leases . . . . . . . . . . . . . Deferred credits and other

liabilities

Total lease liabilities . . . . . . . . . . . .

18,287

194,745

$251,172

$
8,480
227,146

$235,626

$

165
35,716

8,466

201,071

$245,418

Finance leases for two service centers are expected to commence in the first quarter of fiscal 2022 that

impact our future lease payments. The total future lease payments for these leases are $46.5 million.

Other pertinent information related to leases was as follows. During the year ended September 30, 2021 and

2020, amounts paid in cash for our finance leases were not material.

Cash paid amounts included in the measurement of lease liabilities

Operating cash flows used for operating leases . . . . . . . . . . . . . . . . . . . .

$42,013

$37,758

Right-of-use assets obtained in exchange for lease obligations

Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$10,333
$25,690

$ 6,083
$34,169

September 30, 2021

September 30, 2020

(In thousands)

64

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Maturities of our lease liabilities as of September 30, 2021 were as follows:

2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Less: Imputed interest

Total

$ 43,164
38,690
32,106
23,927
18,278
144,718

300,883
49,711

Finance
Leases
(In thousands)
$ 1,342
1,365
1,388
1,411
1,435
22,868

29,809
11,070

Operating
Leases

$ 41,822
37,325
30,718
22,516
16,843
121,850

271,074
38,641

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$251,172

$18,739

$232,433

Reported as of September 30, 2021
Short-term lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 38,140
213,032

$

452
18,287

$ 37,688
194,745

Total lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$251,172

$18,739

$232,433

Disclosures Related to Periods Prior to Adoption of ASC 842

Consolidated lease and rental expense amounted to $40.4 million for fiscal 2019.

65

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

7. Debt

Long-term debt

Long-term debt at September 30, 2021 and 2020 consisted of the following:

2021

2020

(In thousands)

Unsecured 0.625% Senior Notes, due 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured 3.00% Senior Notes, due 2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured 2.625% Senior Notes, due 2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured 1.50% Senior Notes, due 2031 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured 5.95% Senior Notes, due 2034 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured 5.50% Senior Notes, due 2041 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured 4.15% Senior Notes, due 2043 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured 4.125% Senior Notes, due 2044 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured 4.30% Senior Notes, due 2048 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured 4.125% Senior Notes, due 2049 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured 3.375% Senior Notes, due 2049 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Floating-rate term loan, due April 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Floating-rate Senior Notes, due 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Medium term Series A notes, 1995-1, 6.67%, due 2025 . . . . . . . . . . . . . . . . . . . . . . .
Unsecured 6.75% Debentures, due 2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance lease obligations (see Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,100,000
500,000
300,000
600,000
200,000
400,000
500,000
750,000
600,000
450,000
500,000
200,000
1,100,000
10,000
150,000
18,739

$

—
500,000
300,000
—
200,000
400,000
500,000
750,000
600,000
450,000
500,000
200,000
—
10,000
150,000
8,631

Total long-term debt

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,378,739

4,568,631

Less:

Net original issue (premium) / discount on unsecured senior notes and

debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt issuance cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,811
45,271
2,400,452

583
36,104
165

$4,930,205

$4,531,779

Maturities of long-term debt, excluding our finance lease obligations, at September 30, 2021 were as fol-

lows (in thousands):

2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter

$2,400,000
—
—
10,000
—
4,950,000

$7,360,000

On October 1, 2021, we completed a public offering of $600 million of 2.85% senior notes dues 2052, with

an effective interest rate of 2.58%, after giving effect to the offering costs and settlement of our interest rate
swaps. The net proceeds from the offering, after the underwriting discount and estimated offering expenses, of
$589.6 million, will be used for general corporate purposes.

On March 9, 2021, we completed a public offering of $1.1 billion of 0.625% senior notes due 2023, with an

effective interest rate of 0.834%, after giving effect to the offering costs, and $1.1 billion floating rate senior

66

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

notes due 2023 that bear interest at a rate equal to the Three-Month LIBOR rate plus 0.38%. The net proceeds
from the offering, after the underwriting discount and offering expenses, of $2.2 billion were used for the pay-
ment of unplanned natural gas costs incurred during Winter Storm Uri. The notes are subject to optional
redemption at any time on or after September 9, 2021 at a price equal to 100 percent of the principal amount of
the notes being redeemed, plus any accrued and unpaid interest thereon, if any, to, but excluding, the redemption
date. As discussed in Note 9 to the consolidated financial statements, we intend to repay these notes in fiscal
2022 after the expected receipt of securitization funds. As such, we have classified the senior notes as current
maturities of long-term debt as of September 30, 2021.

On October 1, 2020, we completed a public offering of $600 million of 1.50% senior notes due 2031, with

an effective interest rate of 1.71%, after giving effect to the offering costs and settlement of our interest rate
swaps. The net proceeds from the offering, after the underwriting discount and offering expenses, of
$592.3 million, were used for general corporate purposes, including the repayment of working capital borrowings
pursuant to our commercial paper program and the related settlement of our interest rate swaps.

Short-term Debt

We utilize short-term debt to provide cost-effective, short-term financing until it can be replaced with a
balance of long-term debt and equity financing that achieves the Company’s desired capital structure with an
equity-to-total-capitalization ratio between 50% and 60%, inclusive of long-term and short-term debt. Our short-
term borrowing requirements are driven primarily by construction work in progress and the seasonal nature of the
natural gas business.

Our short-term borrowing requirements are satisfied through a combination of a $1.5 billion commercial
paper program and four committed revolving credit facilities with third-party lenders that provide $2.5 billion of
total working capital funding.

The primary source of our funding is our commercial paper program, which is supported by a five-year

unsecured $1.5 billion credit facility that was replaced on March 31, 2021, with a new five-year unsecured
$1.5 billion credit facility that expires on March 31, 2026. The new facility bears interest at a base rate or at a
LIBOR-based rate for the applicable interest period, plus a margin ranging from zero to 0.25 percent for base rate
advances or a margin ranging from 0.75 percent to 1.25 percent for LIBOR-based advances, based on the
Company’s credit ratings. Additionally, the facility contains a $250 million accordion feature, which provides the
opportunity to increase the total committed loan to $1.75 billion. At September 30, 2021 and September 30,
2020, there were no amounts outstanding under our commercial paper program.

We had a $600 million 365-day unsecured revolving credit facility, which was replaced on March 31, 2021,
with a new $900 million three-year unsecured revolving credit facility. This new facility will be used primarily to
provide additional working capital funding. The new facility bears interest at a base rate or at a LIBOR-based
rate for the applicable interest period, plus a margin ranging from zero percent to 0.25 percent for base rate
advances or a margin ranging from 0.75 percent to 1.25 percent for LIBOR-based advances, based on the
Company’s credit ratings. Additionally, the facility contains a $100 million accordion feature, which provides the
opportunity to increase the total committed loan to $1.0 billion. At September 30, 2021, there were no borrow-
ings outstanding under this facility.

Additionally, we have a $50 million 364-day unsecured facility, which was renewed April 1, 2021 and is
used to provide working capital funding. There were no borrowings outstanding under this facility as of Sep-
tember 30, 2021.

Finally, we have a $50 million 364-day unsecured revolving credit facility, which was renewed April 29,
2021 and is used to issue letters of credit and to provide working capital funding. At September 30, 2021, there
were no borrowings outstanding under the new facility; however, outstanding letters of credit reduced the total
amount available to us to $44.4 million.

67

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Debt Covenants

The availability of funds under these credit facilities is subject to conditions specified in the respective
credit agreements, all of which we currently satisfy. These conditions include our compliance with financial
covenants and the continued accuracy of representations and warranties contained in these agreements. We are
required by the financial covenants in each of these facilities to maintain, at the end of each fiscal quarter, a ratio
of total-debt-to-total-capitalization of no greater than 70 percent. At September 30, 2021, our total-debt-to-total-
capitalization ratio, as defined, was 49 percent. In addition, both the interest margin and the fee that we pay on
unused amounts under each of these facilities are subject to adjustment depending upon our credit ratings.

These credit facilities and our public indentures contain usual and customary covenants for our business,
including covenants substantially limiting liens, substantial asset sales and mergers. Additionally, our public debt
indentures relating to our senior notes and debentures, as well as certain of our revolving credit agreements, each
contain a default provision that is triggered if outstanding indebtedness arising out of any other credit agreements
in amounts ranging from in excess of $15 million to in excess of $100 million becomes due by acceleration or is
not paid at maturity. We were in compliance with all of our debt covenants as of September 30, 2021. If we were
unable to comply with our debt covenants, we would likely be required to repay our outstanding balances on
demand, provide additional collateral or take other corrective actions.

8. Shareholders’ Equity

Shelf Registration, At-the-Market Equity Sales Program and Equity Issuances

On June 29, 2021, we filed a shelf registration statement with the Securities and Exchange Commission

(SEC) that allows us to issue up to $5.0 billion in common stock and/or debt securities, which expires June 29,
2024. This shelf registration statement replaced our previous shelf registration statement which was filed on
February 11, 2020. At September 30, 2021, approximately $4.0 billion of securities remained available for issu-
ance under the shelf registration statement. Following the completion of the $600 million senior unsecured notes
offering on October 1, 2021 (see Note 7 to the consolidated financial statements), approximately $3.4 billion of
securities remained available for issuance under the shelf registration statement.

On June 29, 2021, we filed a prospectus supplement under the shelf registration statement relating to an

at-the-market (ATM) equity sales program (June 2021 ATM) under which we may issue and sell shares of our
common stock up to an aggregate offering price of $1.0 billion (including shares of common stock that may be
sold pursuant to forward sale agreements entered into concurrently with the ATM equity sales program). This
ATM equity sales program replaced our previous ATM equity sales program, filed on February 12, 2020
(February 2020 ATM).

During the year ended September 30, 2021, we executed forward sales under the February 2020 ATM and
June 2021 ATM equity sales programs with various forward sellers who borrowed and sold 5,866,604 shares of
our common stock at an aggregate price of $578.4 million. During the year ended September 30, 2021, we also
settled forward sale agreements with respect to 6,130,875 shares that had been borrowed and sold by various
forward sellers under the February 2020 ATM for net proceeds of $606.7 million. As of September 30, 2021,
$760 million of equity was available for issuance under the June 2021 ATM program. Additionally, we had
$302.0 million in available proceeds from outstanding forward sale agreements, as detailed below.

Maturity

Shares Available

Net Proceeds Available
(In Thousands)

Forward Price

June 30, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,681,910
1,389,814

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,071,724

$166,989
134,995

$301,984

99.29
97.13

98.31

68

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Accumulated Other Comprehensive Income (Loss)

We record deferred gains (losses) in accumulated other comprehensive income (AOCI) related to
available-for-sale debt securities and interest rate agreement cash flow hedges. Deferred gains (losses) for our
available-for-sale debt securities are recognized in earnings upon settlement, while deferred gains (losses) related
to our interest rate agreement cash flow hedges are recognized in earnings as a component of interest charges, as
they are amortized. The following tables provide the components of our accumulated other comprehensive
income (loss) balances, net of the related tax effects allocated to each component of other comprehensive income
(loss).

September 30, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) before reclassifications . . . . . . . . . . . .
Amounts reclassified from accumulated other comprehensive income . . . .

$ 238
(191)
—

Available-
for-Sale
Securities

Interest
Rate
Agreement
Cash Flow
Hedges
(In thousands)
$ (57,827)
123,017
4,566

Total

$ (57,589)
122,826
4,566

Net current-period other comprehensive income (loss) . . . . . . . . . . . . . . . .

(191)

127,583

127,392

September 30, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 47

$ 69,756

$ 69,803

September 30, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income before reclassifications . . . . . . . . . . . . . . . . .
Amounts reclassified from accumulated other comprehensive income . . . .

$ 132
108
(2)

Available-
for-Sale
Securities

Interest
Rate
Agreement
Cash Flow
Hedges
(In thousands)
$(114,715)
53,241
3,647

Total

$(114,583)
53,349
3,645

Net current-period other comprehensive income . . . . . . . . . . . . . . . . . . . . .

106

56,888

56,994

September 30, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 238

$ (57,827)

$ (57,589)

9. Winter Storm Uri

Overview

A historic winter storm impacted supply, market pricing and demand for natural gas in our service territories

in mid-February. During this time, the governors of Kansas and Texas each declared a state of emergency, and
certain regulatory agencies issued emergency orders that impacted the utility and natural gas industries, including
statewide utilities curtailment programs and orders encouraging or requiring jurisdictional natural gas utilities to
work to ensure customers were provided with safe and reliable natural gas service.

Due to the historic nature of this winter storm, we experienced unforeseeable and unprecedented market
pricing for gas costs, which resulted in aggregated natural gas purchases during the month of February of approx-
imately $2.3 billion. These gas costs were paid by the end of March 2021.

Incremental Financing

As discussed in Note 7 to the consolidated financial statements, on March 9, 2021, we completed a public
offering of $2.2 billion in debt securities and the net proceeds from the offering, after the underwriting discount
and offering expenses, were used to substantially fund these purchased gas costs. As a result of this unplanned

69

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

debt issuance, S&P lowered its long-term/short-term credit ratings from A/A-1 to A-/A-2 and placed our ratings
under negative outlook. Moody’s reaffirmed its long-term and short-term credit ratings and placed our ratings
under negative outlook. These credit rating adjustments and the issuance of unplanned debt did not impact our
ability to satisfy our debt covenants.

Regulatory Asset Accounting

Our purchased gas costs are recoverable through purchased gas cost adjustment mechanisms in each state
where we operate. Due to the unprecedented level of purchased gas costs incurred during Winter Storm Uri, the
Kansas Corporation Commission (KCC) and the Railroad Commission of Texas (RRC) issued orders authorizing
natural gas utilities to record a regulatory asset to account for the extraordinary costs associated with the winter
storm. Pursuant to these orders, as of September 30, 2021, we have recorded a $2.1 billion regulatory asset for
incremental costs, including carrying costs, incurred in Kansas ($89.0 million) and Texas ($2,011.7 million).
These costs are subject to review for prudency by each commission and may be adjusted.

Securitization

To minimize the impact on the customer bill by extending the recovery periods for these unprecedented
purchased gas costs, the Kansas and Texas State Legislatures each approved securitization legislation during
fiscal 2021. The following summarizes the status of the securitization of each state as of the date of this filing.

Kansas

The Kansas securitization legislation, which became effective April 9, 2021, permits a natural gas public
utility, in its sole discretion, to apply to the KCC for a financing order for the recovery of qualified extraordinary
costs through the issuance of bonds. Within 25 days after a complete application is filed, the KCC shall establish
a procedural schedule that requires it to issue a decision on the application within 180 days from the date a com-
plete application was filed. Utilities may apply for a recovery period of up to 32 years.

On September 14, 2021, we filed with the KCC an application to securitize $94.1 million of extraordinary
gas costs incurred during Winter Storm Uri. This amount also includes an estimate of penalties, carrying costs
and administrative costs that we expect to incur in connection with the resolution of this filing. Included in our
filing is an allowed deferral of an equity return as part of the recoverable carrying costs. As of September 30,
2021, approximately $2.8 million is capitalized for ratemaking purposes but is not recorded as a regulatory asset
on our consolidated balance sheet. We anticipate proceedings to begin in January 2022. Because we intend to
securitize these costs and recover over several years, we have recorded the regulatory asset for Kansas as a long-
term asset in deferred charges and other assets as of September 30, 2021.

Texas

On June 16, 2021, House Bill 1520 became effective. House Bill 1520 authorizes the RRC to issue a state-

wide securitization financing order directing the Texas Public Finance authority to issue bonds (customer rate
relief bonds) for gas utilities that choose to participate to recover extraordinary costs incurred to secure gas sup-
ply and to provide service during Winter Storm Uri, and to restore gas utility systems after that event, thereby
providing rate relief to customers by extending the period during which these extraordinary costs would other-
wise be recovered and supporting the financial strength and stability of gas utility companies.

The legislation required natural gas utilities seeking to participate in the securitization program to file an
application with the RRC and submit extraordinary gas costs incurred during Winter Storm Uri for a prudency
review by July 30, 2021. We filed our application with the RRC on July 30, 2021 to securitize $2.0 billion of
extraordinary gas costs incurred during Winter Storm Uri. This amount also included an estimate of carrying
costs and administrative costs that we expect to incur in connection with the resolution of this filing.

70

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

On November 10, 2021, the RRC issued a Final Determination of the Regulatory Asset (the Final

Determination). The Final Determination stipulates that all of our gas and storage costs were prudently incurred.
Additionally, the Final Determination permits us to defer, through December 31, 2021 our actual carrying costs
associated with the $2.2 billion of incremental financing issued in March 2021 and to recover approximately
$0.6 million of our administrative costs.

The statutory deadline for the RRC to issue a Financing Order is March 27, 2022. The Financing Order will

be issued to the Texas Public Financing Authority authorizing the issuance of customer rate relief bonds to
securitize the aggregated extraordinary costs for all participating utilities within 180 days. The participating util-
ities, as servicers acting on behalf of the state of the securitization financing, will bill and collect customer rate
relief charges from their current and future customers and remit the collections to the state issuer of the
securitization financing.

Based on the RRC’s procedural schedule, we believe we will receive the securitization funds within twelve
months. We will repay the $2.2 billion in public notes issued to finance the incremental gas costs incurred during
Winter Storm Uri. Accordingly, we have recorded the regulatory asset for Texas in other current assets and these
notes as current maturities of long-term debt as of September 30, 2021.

10. Retirement and Post-Retirement Employee Benefit Plans

We have both funded and unfunded noncontributory defined benefit plans that together cover most of our

employees. We also maintain post-retirement plans that provide health care benefits to retired employees.
Finally, we sponsor a defined contribution plan that covers substantially all employees. These plans are discussed
in further detail below.

As a rate regulated entity, most of our net periodic pension and other postretirement benefits costs are recov-

erable through our rates over a period of up to 15 years. A portion of these costs is capitalized into our rate base
or deferred as a regulatory asset or liability. The remaining costs are recorded as a component of operation and
maintenance expense or other non-operating expense. Additionally, the amounts that have not yet been recog-
nized in net periodic pension cost that have been recorded as regulatory assets or liabilities are as follows:

September 30, 2021

Unrecognized prior service (credit)

cost . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized actuarial (gain) loss . . . .

September 30, 2020

Unrecognized prior service (credit)

cost . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized actuarial loss . . . . . . . . . .

Defined
Benefit Plan

Supplemental
Executive
Retirement Plans

Postretirement
Plans

Total

(In thousands)

$ (353)
(3,060)

$ (3,413)

$ (584)
78,082

$77,498

$ —
39,666

$39,666

$ —
51,045

$51,045

$(64,313)
(28,141)

$ (64,666)
8,465

$(92,454)

$ (56,201)

$

951
9,110

$ 10,061

$

367
138,237

$138,604

71

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Defined Benefit Plans

Employee Pension Plan

As of September 30, 2021, we maintained one cash balance defined benefit plan, the Atmos Energy Corpo-
ration Pension Account Plan (the Plan). The Plan was established effective January 1999 and covers most of the
employees of Atmos Energy that were hired on or before September 30, 2010. Effective October 1, 2010, the
plan was closed to new participants. The assets of the Plan are held within the Atmos Energy Corporation Master
Retirement Trust (the Master Trust).

Opening account balances were established for participants as of January 1999 equal to the present value of

their respective accrued benefits under the pension plans which were previously in effect as of December 31,
1998. The Plan credits an allocation to each participant’s account at the end of each year according to a formula
based on the participant’s age, service and total pay (excluding incentive pay). In addition, at the end of each
year, a participant’s account is credited with interest on the employee’s prior year account balance. Participants
are fully vested in their account balances after three years of service and may choose to receive their account
balances as a lump sum or an annuity.

Generally, our funding policy is to contribute annually an amount in accordance with the requirements of
the Employee Retirement Income Security Act of 1974, including the funding requirements under the Pension
Protection Act of 2006 (PPA). However, additional voluntary contributions are made from time to time as
considered necessary. Contributions are intended to provide not only for benefits attributed to service to date but
also for those expected to be earned in the future.

During fiscal 2021, we contributed $10.0 million in cash to the Plan to achieve a desired level of funding
while maximizing the tax deductibility of this payment. During fiscal 2020, we did not make a contribution to the
Plan. Based upon market conditions at September 30, 2021, the current funded position of the Plan and the fund-
ing requirements under the PPA, we do not anticipate a minimum required contribution for fiscal 2022. However,
we may consider whether a voluntary contribution is prudent to maintain certain funding levels.

We make investment decisions and evaluate performance of the assets in the Master Trust on a medium-
term horizon of at least three to five years. We also consider our current financial status when making recom-
mendations and decisions regarding the Master Trust’s assets. Finally, we strive to ensure the Master Trust’s
assets are appropriately invested to maintain an acceptable level of risk and meet the Master Trust’s long-term
asset investment policy adopted by the Board of Directors.

To achieve these objectives, we invest the Master Trust’s assets in equity securities, fixed income securities,
interests in commingled pension trust funds, other investment assets and cash and cash equivalents. Investments
in equity securities are diversified among the market’s various subsectors in an effort to diversify risk and max-
imize returns. Fixed income securities are invested in investment grade securities. Cash equivalents are invested
in securities that either are short term (less than 180 days) or readily convertible to cash with modest risk.

The following table presents asset allocation information for the Master Trust as of September 30, 2021 and

2020.

Security Class

Targeted
Allocation Range

Actual
Allocation
September 30
2020
2021

Domestic equities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International equities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Company stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

35%-55% 44.5% 45.3%
10%-20% 16.9% 15.6%
5%-30% 16.0% 17.0%
0%-15% 10.6% 13.0%
0%-20% 12.0% 9.1%

72

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

At September 30, 2021 and 2020, the Plan held 716,700 shares of our common stock which represented

10.6 percent and 13.0 percent of total Plan assets. These shares generated dividend income for the Plan of
approximately $1.8 million and $1.6 million during fiscal 2021 and 2020.

Our employee pension plan expenses and liabilities are determined on an actuarial basis and are affected by
numerous assumptions and estimates including the market value of plan assets, estimates of the expected return
on plan assets and assumed discount rates and demographic data. We review the estimates and assumptions
underlying our employee pension plans annually based upon a September 30 measurement date. The develop-
ment of our assumptions is fully described in our significant accounting policies in Note 2 to the consolidated
financial statements. The actuarial assumptions used to determine the pension liability for the Plan was
determined as of September 30, 2021 and 2020 and the actuarial assumptions used to determine the net periodic
pension cost for the Plan was determined as of September 30, 2020, 2019 and 2018. In October 2021, the Society
of Actuaries released its annually-updated mortality improvement scale for pension plans incorporating new
assumptions surrounding life expectancies in the United States. As of September 30, 2021, we updated our
assumed mortality rates to incorporate the updated mortality table.

Additional assumptions are presented in the following table:

Pension
Liability

2021

2020

2021

Pension Cost
2020

2019

Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest crediting rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.97% 2.80% 2.80% 3.29% 4.38%
3.50% 3.50% 3.50% 3.50% 3.50%
6.25% 6.25% 6.25% 6.50% 6.75%
4.69% 4.69% 4.69% 4.69% 4.69%

The following table presents the Plan’s accumulated benefit obligation, projected benefit obligation and

funded status as of September 30, 2021 and 2020:

2021

2020

(In thousands)

Accumulated benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$558,639

$565,755

Change in projected benefit obligation:

Benefit obligation at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$604,221
17,369
16,883
(7,561)
(34,883)

$577,270
17,551
19,028
22,898
(32,526)

Benefit obligation at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

596,029

604,221

Change in plan assets:

Fair value of plan assets at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employer contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

528,881
92,808
10,000
(34,883)

530,109
31,298
—
(32,526)

Fair value of plan assets at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

596,806

528,881

Reconciliation:
Funded status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized prior service cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

777
—
—

777

(75,340)
—
—

$ (75,340)

73

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Net periodic pension cost for the Plan for fiscal 2021, 2020 and 2019 is presented in the following table.

Fiscal Year Ended September 30
2020
2019
2021
(In thousands)

Components of net periodic pension cost:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost
Interest cost (1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on assets (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of prior service cost (credit) (1) . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . .
Recognized actuarial (gain) loss (1)

$ 17,369
16,883
(27,913)
8,686
(231)

$ 17,551
19,028
(28,316)
(231)
9,025

$ 15,311
22,071
(28,451)
(232)
4,201

Net periodic pension cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 14,794

$ 17,057

$ 12,900

(1) The components of net periodic cost other than the service cost component are included in the line item other
non-operating income (expense) in the consolidated statements of comprehensive income or are capitalized
on the consolidated balance sheets as a regulatory asset or liability, as described in Note 2 to the consolidated
financial statements.

The following tables set forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of
September 30, 2021 and 2020. As required by authoritative accounting literature, assets are categorized in their
entirety based on the lowest level of input that is significant to the fair value measurement. The methods used to
determine fair value for the assets held by the Plan are fully described in Note 2 to the consolidated financial
statements. Investments in our common/collective trusts and limited partnerships that are measured at net asset
value per share equivalent are not classified in the fair value hierarchy. The net asset value amounts presented are
intended to reconcile the fair value hierarchy to the total investments. In addition to the assets shown below, the
Plan had net accounts receivable of $2.1 million and $0.7 million at September 30, 2021 and 2020, which
materially approximates fair value due to the short-term nature of these assets.

Assets at Fair Value as of September 30, 2021

Level 1

Level

2

Level 3

Total

(In thousands)

Investments:

Common stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Money market funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Registered investment companies . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Government securities:
Mortgage-backed securities . . . . . . . . . . . . . . . . . . . .
U.S. treasuries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$239,166
—
74,236

—
7,483
—

$ —
7,060
—

14,048
34
30,834

Total investments measured at fair value . . . . . . . . . . . . . . .

$320,885

$51,976

$

Investments measured at net asset value:
Common/collective trusts (1)
Limited partnerships (1)

. . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .

Total investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

74

$

— $239,166
7,060
—
74,236
—

—
—
—

—

14,048
7,517
30,834

372,861

121,570
100,299

$594,730

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Assets at Fair Value as of September 30, 2020

Level 1

Level 2

Level 3

Total

(In thousands)

Investments:

Common stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Money market funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Registered investment companies . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Government securities:
Mortgage-backed securities . . . . . . . . . . . . . . . . . . . .
U.S. treasuries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$211,244
—
29,762

—
21,755
—

$ —
6,096
—

15,230
36
52,648

Total investments measured at fair value . . . . . . . . . . . . . . .

$262,761

$74,010

$

Investments measured at net asset value:
Common/collective trusts (1)
Limited partnerships (1)

. . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .

Total investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

— $211,244
6,096
—
29,762
—

—
—
—

—

15,230
21,791
52,648

336,771

122,207
69,176

$528,154

(1) The fair value of our common/collective trusts and limited partnerships are measured using the net asset
value per share practical expedient. There are no redemption restrictions, redemption notice periods or
unfunded commitments for these investments. The redemption frequency is daily.

Supplemental Executive Retirement Plans

We have three nonqualified supplemental plans which provide additional pension, disability and death bene-

fits to our officers, division presidents and certain other employees of the Company.

The first plan is referred to as the Supplemental Executive Benefits Plan (SEBP) and covers our corporate

officers and certain other employees of the Company who were employed on or before August 12, 1998. The
SEBP is a defined benefit arrangement which provides a benefit equal to 75 percent of covered compensation
under which benefits paid from the underlying qualified defined benefit plan are an offset to the benefits under
the SEBP.

In August 1998, we adopted the Supplemental Executive Retirement Plan (SERP) (formerly known as the

Performance-Based Supplemental Executive Benefits Plan), which covers all corporate officers selected to
participate in the plan between August 12, 1998 and August 5, 2009. The SERP is a defined benefit arrangement
which provides a benefit equal to 60 percent of covered compensation under which benefits paid from the under-
lying qualified defined benefit plan are an offset to the benefits under the SERP.

Effective August 5, 2009, we adopted a new defined benefit Supplemental Executive Retirement Plan (the

2009 SERP), for corporate officers or any other employees selected at the discretion of the Board. Under the
2009 SERP, a nominal account has been established for each participant, to which the Company contributes at
the end of each calendar year an amount equal to ten percent (25 percent for members of the Management
Committee appointed on or after January 1, 2016) of the total of each participant’s base salary and cash incentive
compensation earned during each prior calendar year, beginning December 31, 2009. The benefits vest after three
years of service and attainment of age 55 and earn interest credits at the same annual rate as the Company’s Pen-
sion Account Plan.

Due to the retirement of certain executives of the company during fiscal 2021, we recognized a settlement

charge of $9.2 million and paid a $25.7 million lump sum in relation to the retirements.

75

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Similar to our employee pension plans, we review the estimates and assumptions underlying our supple-
mental plans annually based upon a September 30 measurement date using the same techniques as our employee
pension plans. The actuarial assumptions used to determine the pension liability for the supplemental plans were
determined as of September 30, 2021 and 2020 and the actuarial assumptions used to determine the net periodic
pension cost for the supplemental plans were determined as of September 30, 2020, 2019 and 2018. These
assumptions are presented in the following table:

Pension
Liability

2021

2020

2021

Pension Cost
2020

2019

Discount rate (1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest crediting rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.57% 2.80% 2.90% 3.19% 4.38%
3.50% 3.50% 3.50% 3.50% 3.50%
4.69% 4.69% 4.69% 4.69% 4.69%

(1) Reflects a weighted average discount rate for pension cost for fiscal 2021 and 2020 due to the settlements

during the year.

The following table presents the supplemental plans’ accumulated benefit obligation, projected benefit obli-

gation and funded status as of September 30, 2021 and 2020:

2021

2020

(In thousands)

Accumulated benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 100,981

$ 122,207

Change in projected benefit obligation:

Benefit obligation at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 129,140
1,067
3,180
1,332
(4,720)
(25,698)

$ 143,987
1,074
4,188
7,386
(4,766)
(22,729)

Benefit obligation at end of year

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

104,301

129,140

Change in plan assets:

Fair value of plan assets at beginning of year
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employer contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—
30,418
(4,720)
(25,698)

Fair value of plan assets at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—
27,495
(4,766)
(22,729)

—

Reconciliation:

Funded status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(104,301)
—
—

(129,140)
—
—

Accrued pension cost

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$(104,301)

$(129,140)

Assets for the supplemental plans are held in separate rabbi trusts. At September 30, 2021 and 2020, assets

held in the rabbi trusts consisted of equity securities of $38.1 million and $41.9 million, which are included in
our fair value disclosures in Note 16 to the consolidated financial statements.

76

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Net periodic pension cost for the supplemental plans for fiscal 2021, 2020 and 2019 is presented in the fol-

lowing table.

Fiscal Year Ended September 30
2020
2019
2021
(In thousands)

Components of net periodic pension cost:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost
Interest cost (1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recognized actuarial loss (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1,067
3,180
3,560
9,151

$ 1,074
4,188
3,945
9,180

$ 869
5,127
2,227
—

Net periodic pension cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$16,958

$18,387

$8,223

(1) The components of net periodic cost other than the service cost component are included in the line item other
non-operating income (expense) in the consolidated statements of comprehensive income or are capitalized
on the consolidated balance sheets as a regulatory asset or liability, as described in Note 2 to the consolidated
financial statements.

Estimated Future Benefit Payments

The following benefit payments for our defined benefit plans, which reflect expected future service, as

appropriate, are expected to be paid in the following fiscal years:

Pension
Plan

Supplemental
Plans

(In thousands)

2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2027-2031 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 39,020
39,624
40,314
41,085
42,053
203,461

$ 4,925
11,384
4,496
39,769
5,665
22,079

Postretirement Benefits

We sponsor the Retiree Medical Plan for Retirees and Disabled Employees of Atmos Energy Corporation
(the Atmos Retiree Medical Plan). This plan provides medical and prescription drug protection to all qualified
participants based on their date of retirement. The Atmos Retiree Medical Plan provides different levels of bene-
fits depending on the level of coverage chosen by the participants and the terms of predecessor plans; however,
we generally pay 80 percent of the projected net claims and administrative costs and participants pay the remain-
ing 20 percent. Effective January 1, 2015, for employees who had not met the participation requirements by
September 30, 2009, the contribution rates for the Company are limited to a three percent cost increase in claims
and administrative costs each year, with the participant responsible for the additional costs.

Generally, our funding policy is to contribute annually an amount in accordance with the requirements of ERISA.
However, additional voluntary contributions are made annually as considered necessary. Contributions are intended to
provide not only for benefits attributed to service to date but also for those expected to be earned in the future. We
expect to contribute between $15 million and $25 million to our postretirement benefits plan during fiscal 2022.

We maintain a formal investment policy with respect to the assets in our postretirement benefits plan to
ensure the assets funding the postretirement benefit plan are appropriately invested to maintain an acceptable
level of risk. We also consider our current financial status when making recommendations and decisions regard-
ing the postretirement benefits plan.

77

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We currently invest the assets funding our postretirement benefit plan in diversified investment funds which

consist of common stocks, preferred stocks and fixed income securities. The diversified investment funds may
invest up to 75 percent of assets in common stocks and convertible securities. The following table presents asset
allocation information for the postretirement benefit plan assets as of September 30, 2021 and 2020.

Security Class

Actual
Allocation
September 30
2020
2021

Diversified investment funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

97.9% 97.4%
2.1% 2.6%

Similar to our employee pension and supplemental plans, we review the estimates and assumptions under-

lying our postretirement benefit plan annually based upon a September 30 measurement date using the same
techniques as our employee pension plans. The actuarial assumptions used to determine the pension liability for
our postretirement plan were determined as of September 30, 2021 and 2020 and the actuarial assumptions used
to determine the net periodic pension cost for the postretirement plan were determined as of September 30, 2020,
2019 and 2018.

Effective January 1, 2022, the Retiree Medical Plan for Retirees and Disabled Employees will be amended.

The amendments remove the three percent cost increase limitation and change the post-65 retiree coverage to Via
Benefits with an Atmos Energy funded Health Reimbursement Account. Eligible post-65 retirees and post-65
spouses will be eligible to enroll in benefits provided by Via Benefits, including those that previously deferred or
declined retiree coverage. The amendments were approved by the Atmos Energy Board of Directors in May 2021
and the changes were communicated to participants beginning on July 31, 2021. These amendments to the
Retiree Medical Plan for Retirees and Disabled Employees have been included in the actuarial assumptions used
to determine the pension liability and net periodic for the postretirement plan as of September 30, 2020.

The assumptions are presented in the following table:

Postretirement
Liability

2021

2020

Postretirement Cost
2020

2021

2019

3.01% 2.80% 2.80% 3.29% 4.38%
4.94% 4.94% 4.94% 5.14% 5.33%
6.25% 6.25% 6.25% 6.25% 6.50%
5.00% 5.00% 5.00% 5.00% 5.00%
2027

2026

2026

2025

2022

Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . .
Initial trend rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ultimate trend rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ultimate trend reached in . . . . . . . . . . . . . . . . . . . . . . . . . . . .

78

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents the postretirement plan’s benefit obligation and funded status as of Sep-

tember 30, 2021 and 2020:

2021

2020

(In thousands)

Change in benefit obligation:

Benefit obligation at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost
Interest cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan participants’ contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$370,678
11,000
15,372
5,648
6,800
(19,610)
(34,732)

$ 316,033
13,466
10,612
5,849
43,412
(18,694)
—

Benefit obligation at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

355,156

370,678

Change in plan assets:

Fair value of plan assets at beginning of year . . . . . . . . . . . . . . . . . . . . . . . .
Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employer contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan participants’ contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

208,245
53,335
20,581
5,648
(19,610)

201,901
2,356
16,833
5,849
(18,694)

Fair value of plan assets at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

268,199

208,245

Reconciliation:
Funded status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized transition obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized prior service cost
Unrecognized net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(86,957)
—
—
—

(162,433)
—
—
—

Accrued postretirement cost

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (86,957)

$(162,433)

Net periodic postretirement cost for fiscal 2021, 2020 and 2019 is presented in the following table.

Fiscal Year Ended September 30
2020
2019
2021
(In thousands)

Components of net periodic postretirement cost:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost
Interest cost (1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on assets (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of transition obligation (1) . . . . . . . . . . . . . . . . . . . .
Amortization of prior service cost (1)
. . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recognized actuarial gain (1)

$ 11,000
15,372
(10,455)
—
30,533
1,172

$ 13,466
10,612
(10,499)
—
173
(1,337)

$ 10,810
11,839
(10,659)
—
173
(8,178)

Net periodic postretirement cost

. . . . . . . . . . . . . . . . . . . . . . .

$ 47,622

$ 12,415

$ 3,985

(1) The components of net periodic cost other than the service cost component are included in the line item other
non-operating income (expense) in the consolidated statements of comprehensive income or are capitalized
on the consolidated balance sheets as a regulatory asset or liability, as described in Note 2 to the consolidated
financial statements.

79

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We are currently recovering other postretirement benefits costs through our regulated rates in substantially

all of our service areas under accrual accounting as prescribed by accounting principles generally accepted in the
United States. Other postretirement benefits costs have been specifically addressed in rate orders in each juris-
diction served by our Kentucky/Mid-States, West Texas, Mid-Tex and Mississippi Divisions as well as our
Kansas jurisdiction and APT or have been included in a rate case and not disallowed. Management believes that
this accounting method is appropriate and will continue to seek rate recovery of accrual-based expenses in its
ratemaking jurisdictions that have not yet approved the recovery of these expenses.

The following tables set forth by level, within the fair value hierarchy, the Retiree Medical Plan’s assets at

fair value as of September 30, 2021 and 2020. The methods used to determine fair value for the assets held by the
Retiree Medical Plan are fully described in Note 2 to the consolidated financial statements.

Assets at Fair Value as of September 30, 2021

Level 1

Level 2

Level 3

Total

(In thousands)

Investments:

Money market funds . . . . . . . . . . . . . . . . . . . . . . . . .
Registered investment companies . . . . . . . . . . . . . . .
Total investments measured at fair value . . . . . . . . . . .

$

— $5,527
—
$5,527

262,672
$262,672

$

$

5,527
— $
—
262,672
— $268,199

Assets at Fair Value as of September 30, 2020

Level 1

Level 2

Level 3

Total

(In thousands)

Investments:

Money market funds . . . . . . . . . . . . . . . . . . . . . . . . .
Registered investment companies . . . . . . . . . . . . . . .

$

— $5,525
—

202,720

Total investments measured at fair value . . . . . . . . . . .

$202,720

$5,525

$

$

— $
—

5,525
202,720

— $208,245

Estimated Future Benefit Payments

The following benefit payments paid by us, retirees and prescription drug subsidy payments for our post-

retirement benefit plans, which reflect expected future service, as appropriate, are expected to be paid in the fol-
lowing fiscal years. Company payments for fiscal 2021 include contributions to our postretirement plan trusts.

Company
Payments

Retiree
Payments

Subsidy
Payments

Total
Postretirement
Benefits

2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2027-2031 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 17,701
18,031
18,341
18,981
19,414
100,312

(In thousands)
$—
—
—
—
—
—

$ 2,490
2,465
2,404
2,425
2,395
10,641

$ 20,191
20,496
20,745
21,406
21,809
110,953

Defined Contribution Plan

The Atmos Energy Corporation Retirement Savings Plan and Trust (the Retirement Savings Plan) covers

substantially all employees and is subject to the provisions of Section 401(k) of the Internal Revenue Code.
Effective January 1, 2007, employees automatically become participants of the Retirement Savings Plan on the
date of employment. Participants may elect a salary reduction up to a maximum of 65 percent of eligible

80

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

compensation, as defined by the Plan, not to exceed the maximum allowed by the Internal Revenue Service. New
participants are automatically enrolled in the Plan at a contribution rate of four percent of eligible compensation,
from which they may opt out. We match 100 percent of a participant’s contributions, limited to four percent of
the participant’s salary. Prior to January 1, 2021, participants were eligible to receive matching contributions
after completing one year of service, in which they are immediately vested. Effective January 1, 2021, partic-
ipants are eligible to receive matching contributions immediately upon enrollment in the Retirement Savings
Plan. This matching contribution vests after completing one year of service. Participants are also permitted to
take out a loan against their accounts subject to certain restrictions. Employees hired on or after October 1, 2010
participate in the enhanced plan in which participants receive a fixed annual contribution of four percent of eligi-
ble earnings to their Retirement Savings Plan account. Participants will continue to be eligible for company
matching contributions of up to four percent of their eligible earnings and will be fully vested in the fixed annual
contribution after three years of service.

Matching and fixed annual contributions to the Retirement Savings Plan are expensed as incurred and
amounted to $20.6 million, $17.9 million and $16.7 million for fiscal years 2021, 2020 and 2019. At Sep-
tember 30, 2021 and 2020, the Retirement Savings Plan held 1.9 percent and 2.2 percent of our outstanding
common stock.

11. Stock and Other Compensation Plans

Stock-Based Compensation Plans

Total stock-based compensation cost was $24.1 million, $21.1 million and $23.9 million for the fiscal years

ended September 30, 2021, 2020 and 2019. Of this amount, $12.9 million, $11.6 million and $12.8 million was
capitalized.

1998 Long-Term Incentive Plan

We have the 1998 Long-Term Incentive Plan (LTIP), which provides a comprehensive, long-term incentive

compensation plan providing for discretionary awards of incentive stock options, non-qualified stock options,
stock appreciation rights, bonus stock, time-lapse restricted stock, time-lapse restricted stock units, performance-
based restricted stock units and stock units to certain employees and non-employee directors of the Company and
our subsidiaries. The objectives of this plan include attracting and retaining the best available personnel, provid-
ing for additional performance incentives and promoting our success by providing employees with the oppor-
tunity to acquire common stock.

We are authorized to grant awards up to a maximum cumulative amount of 11.2 million shares of common

stock under this plan subject to certain adjustment provisions. As of September 30, 2021, non-qualified stock
options, bonus stock, time-lapse restricted stock, time-lapse restricted stock units, performance-based restricted
stock units and stock units had been issued under this plan, and 1.1 million shares are available for future issu-
ance.

Restricted Stock Units Award Grants

As noted above, the LTIP provides for discretionary awards of restricted stock units to help attract, retain
and reward employees of Atmos Energy and its subsidiaries. Certain of these awards vest based upon the passage
of time and other awards vest based upon the passage of time and the achievement of specified performance tar-
gets. The fair value of the awards granted is based on the market price of our stock at the date of grant. We esti-
mate forfeitures using our historical forfeiture rate. The associated expense is recognized ratably over the vesting
period. We use authorized and unissued shares to meet share requirements for the vesting of restricted stock
units.

81

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Employees who are granted time-lapse restricted stock units under our LTIP have a nonforfeitable right to

dividend equivalents that are paid at the same rate and at the same time at which they are paid on shares of stock
without restrictions. Time-lapse restricted stock units contain only a service condition that the employee recipi-
ents render continuous services to the Company for a period of three years from the date of grant, except for
accelerated vesting in the event of death, disability, change of control of the Company or termination without
cause (with certain exceptions). There are no performance conditions required to be met for employees to be
vested in time-lapse restricted stock units.

Employees who are granted performance-based restricted stock units under our LTIP have a forfeitable right
to dividend equivalents that accrue at the same rate at which they are paid on shares of stock without restrictions.
Dividend equivalents on the performance-based restricted stock units are paid either in cash or in the form of
shares upon the vesting of the award. Performance-based restricted stock units contain a service condition that
the employee recipients render continuous services to the Company for a period of three years from the begin-
ning of the applicable three-year performance period, except for accelerated vesting in the event of death, dis-
ability, change of control of the Company or termination without cause (with certain exceptions) and a
performance condition based on a cumulative earnings per share target amount.

The following summarizes information regarding the restricted stock units granted under the plan during the

fiscal years ended September 30, 2021, 2020 and 2019:

2021

2020

2019

Weighted
Average
Grant-Date
Fair
Value

Number of
Restricted
Units

Weighted
Average
Grant-Date
Fair
Value

Number of
Restricted
Units

Weighted
Average
Grant-Date
Fair
Value

Number of
Restricted
Units

Nonvested at beginning of year . . . . . . 443,279 $ 99.28
102.68

Granted . . . . . . . . . . . . . . . . . . . . . . 223,954
Vested . . . . . . . . . . . . . . . . . . . . . . . (271,435)
(17,671)
Forfeited . . . . . . . . . . . . . . . . . . . . .

503,072 $ 91.66
199,985
102.34
97.44 (242,975)
(16,803)

538,592
241,472
85.66 (269,347)
(7,645)
96.87

101.48

$80.91
98.25
76.71
86.37

Nonvested at end of year . . . . . . . . . . . 378,127 $102.45

443,279 $ 99.28

503,072

$91.66

As of September 30, 2021, there was $13.8 million of total unrecognized compensation cost related to non-

vested restricted stock units granted under the LTIP. That cost is expected to be recognized over a weighted
average period of 1.7 years. The fair value of restricted stock vested during the fiscal years ended September 30,
2021, 2020 and 2019 was $26.3 million, $20.7 million and $20.5 million.

Other Plans

Direct Stock Purchase Plan

We maintain a Direct Stock Purchase Plan, open to all investors, which allows participants to have all or

part of their cash dividends paid quarterly in additional shares of our common stock. The minimum initial
investment required to join the plan is $1,250. Direct Stock Purchase Plan participants may purchase additional
shares of our common stock as often as weekly with voluntary cash payments of at least $25, up to an annual
maximum of $100,000.

Equity Incentive and Deferred Compensation Plan for Non-Employee Directors

We have an Equity Incentive and Deferred Compensation Plan for Non–Employee Directors, which pro-

vides non-employee directors of Atmos Energy with the opportunity to defer receipt, until retirement, of
compensation for services rendered to the Company and invest deferred compensation into either a cash account
or a stock account.

82

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Other Discretionary Compensation Plans

We have an annual incentive program covering substantially all employees to give each employee an oppor-
tunity to share in our financial success based on the achievement of key performance measures considered critical to
achieving business objectives for a given year with minimum and maximum thresholds. The Company must meet
the minimum threshold for the plan to be funded and distributed to employees. These performance measures may
include earnings growth objectives, improved cash flow objectives or crucial customer satisfaction and safety
results. We monitor progress towards the achievement of the performance measures throughout the year and record
accruals based upon the expected payout using the best estimates available at the time the accrual is recorded. Dur-
ing the last several fiscal years, we have used earnings per share as our sole performance measure.

12. Details of Selected Financial Statement Captions

The following tables provide additional information regarding the composition of certain financial statement

captions.

Balance Sheet

Accounts receivable

Accounts receivable was comprised of the following at September 30, 2021 and 2020:

September 30

2021

2020

(In thousands)

Billed accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unbilled revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contributions in aid of construction receivable . . . . . . . . . . . . . . . . . . . . . . . . .
Insurance receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$218,219
97,417
18,984
53,779
19,039

$140,259
80,699
19,821
4,731
15,034

Total accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: allowance for uncollectible accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

407,438
(64,471)
$342,967

260,544
(29,949)
$230,595

Other current assets

Other current assets as of September 30, 2021 and 2020 were comprised of the following accounts.

September 30

2021

2020

(In thousands)

Deferred gas costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Winter Storm Uri incremental costs (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Materials and supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assets from risk management activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

66,395
2,011,719
48,766
15,581
55,073
3,375

$ 40,593
—
40,340
6,829
5,687
14,456

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$2,200,909

$107,905

(1) Includes $2,003.7 million of gas purchases and $8.0 million of carrying costs that were deferred pursuant to

regulatory orders. See Note 9 to the consolidated financial statements for additional details.

83

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Property, plant and equipment

Property, plant and equipment was comprised of the following as of September 30, 2021 and 2020:

September 30

2021

2020

(In thousands)

Storage plant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transmission plant
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distribution plant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General plant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible plant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

539,972
3,725,347
12,085,654
868,962
38,612

Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Less: accumulated depreciation and amortization . . . . . . . . . . . . . . . . . .

17,258,547
626,551

17,885,098
(2,821,128)

$

530,985
3,459,765
10,680,495
829,624
38,297

15,539,166
418,055

15,957,221
(2,601,874)

Net property, plant and equipment (1)

. . . . . . . . . . . . . . . . . . . . . . . .

$15,063,970

$13,355,347

(1) Net property, plant and equipment includes plant acquisition adjustments of $(28.5) million and $(37.8) mil-

lion at September 30, 2021 and 2020.

Deferred charges and other assets

Deferred charges and other assets as of September 30, 2021 and 2020 were comprised of the following

accounts.

September 30

2021

2020

(In thousands)

Marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Regulatory assets (See Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease right of use assets (See Note 6) . . . . . . . . . . . . . . . . . . . . . . . . .
Winter Storm Uri incremental costs (1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assets from risk management activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$108,071
351,843
222,446
89,009
175,613
27,738

$103,952
371,707
227,146
—
74,991
23,374

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$974,720

$801,170

(1) Includes $76.7 million of gas purchases and $12.3 million of carrying costs that were deferred pursuant to

regulatory orders. See Note 9 to the consolidated financial statements for additional details.

84

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities as of September 30, 2021 and 2020 were comprised of the follow-

ing accounts.

September 30

2021

2020

(In thousands)

Trade accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued gas payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$224,873
100,699
97,650

$141,075
42,054
52,646

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$423,222

$235,775

Other current liabilities

Other current liabilities as of September 30, 2021 and 2020 were comprised of the following accounts.

September 30

2021

2020

(In thousands)

Customer credit balances and deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued employee costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred gas costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease liabilities (See Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities from risk management activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension and postretirement liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Regulatory cost of removal obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
APT annual adjustment mechanism . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Regulatory excess deferred taxes (See Note 14) . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 49,722
50,517
52,553
37,688
55,164
5,269
160,986
4,863
72,823
22,694
155,857
18,545

$ 56,485
48,057
19,985
35,716
53,554
2,015
148,292
29,609
73,908
43,893
20,887
14,060

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$686,681

$546,461

Deferred credits and other liabilities

Deferred credits and other liabilities as of September 30, 2021 and 2020 were comprised of the following

accounts.

September 30

2021

2020

(In thousands)

Pension and post retirement liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease liabilities (See Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer advances for construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other regulatory liabilities (See Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset retirement obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
APT annual adjustment mechanism . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized tax benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$185,617
194,745
9,879
75,506
18,373
8,416
32,792
12,161

$337,303
201,071
10,060
17,838
20,348
13,486
30,921
11,101

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$537,489

$642,128

85

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Statement of Comprehensive Income

Other non-operating income (expense)

Other non-operating income (expense) for the fiscal years ended September 30, 2021, 2020 and 2019 were

comprised of the following accounts.

Equity component of AFUDC . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Performance-based rate program . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension and other postretirement non-service credit (cost) . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Community support spending . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2019

2021

Year Ended September 30
2020
(In thousands)
$ 23,493
6,771
(3,189)
2,932
(11,728)
(11,108)

$ 32,749
6,362
(19,238)
2,144
(14,460)
(9,702)

$ 11,165
6,737
3,016
4,160
(4,771)
(12,903)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (2,145)

$ 7,171

$ 7,404

Statement of Cash Flows

Supplemental disclosures of cash flow information for the fiscal years ended September 30, 2021, 2020 and

2019 were as follows:

2021

Year Ended September 30
2020
(In thousands)

2019

Cash Paid (Received) During The Period For:
Interest (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Cash Transactions:
Capital expenditures included in current liabilities . . . . . . . . . . .

$207,555
8,199
$

$ 194,993
$ (3,071)

$ 184,852
$ 11,467

$184,786

$ 113,365

$ 149,993

(1) Cash paid during the period for interest, net of amounts capitalized was $81.9 million, $82.3 million and

$91.3 million for the fiscal years ended September 30, 2021, 2020 and 2019.

13. Commitments and Contingencies

Litigation and Environmental Matters

In the normal course of business, we are subject to various legal and regulatory proceedings. For such mat-

ters, we record liabilities when they are considered probable and estimable, based on currently available facts,
our historical experience and our estimates of the ultimate outcome or resolution of the liability in the future.
While the outcome of these proceedings is uncertain and a loss in excess of the amount we have accrued is
possible though not reasonably estimable, it is the opinion of management that any amounts exceeding the
accruals will not have a material adverse impact on our financial position, results of operations or cash flows.

The National Transportation Safety Board (NTSB) held a public meeting on January 12, 2021 to determine

the probable cause of the incident that occurred at a Dallas, Texas residence on February 23, 2018 that resulted in
one fatality and injuries to four other residents. At the meeting, the Board deliberated and voted on proposed
findings of fact, a probable cause statement, and safety recommendations. On February 8, 2021, the NTSB issued
its final report that included an Executive Summary, Findings, Probable Cause, and Recommendations. Also on
February 8, 2021, safety recommendations letters were distributed to recommendation recipients, including
Atmos Energy. Atmos Energy timely provided a written response on May 7, 2021. Following the release of the

86

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NTSB’s final report, the Railroad Commission of Texas (RRC) completed its safety evaluation related to the
same incident finding four alleged violations and initiated an enforcement proceeding to pursue administrative
penalties totaling $1.6 million. Atmos Energy is working with the RRC to resolve the alleged violations and sat-
isfy the administrative penalties.

The NTSB is investigating a worksite accident that occurred in Farmersville, Texas on June 28, 2021 that resulted

in two fatalities and injuries to two others. Together with the Railroad Commission of Texas and the Pipeline and
Hazardous Materials Safety Administration, Atmos Energy is a party to the investigation and in that capacity is work-
ing closely with all parties to help determine the cause of this incident. On July 16, 2021 and July 28, 2021, two civil
actions were filed in Dallas, Texas against Atmos Energy and one of its contractors in response to the accident.

We are a party to various other litigation and environmental-related matters or claims that have arisen in the ordi-

nary course of our business. While the results of such litigation and response actions to such environmental-related
matters or claims cannot be predicted with certainty, we continue to believe the final outcome of such litigation and
matters or claims will not have a material adverse effect on our financial condition, results of operations or cash flows.

Purchase Commitments

Our distribution divisions maintain supply contracts with several vendors that generally cover a period of up

to one year. Commitments for estimated base gas volumes are established under these contracts on a monthly
basis at contractually negotiated prices. Commitments for incremental daily purchases are made as necessary
during the month in accordance with the terms of the individual contract.

Our Mid-Tex Division also maintains a limited number of long-term supply contracts to ensure a reliable source

of gas for our customers in its service area, which obligate it to purchase specified volumes at prices under contracts
indexed to natural gas trading hubs or fixed price contracts. At September 30, 2021, we were committed to purchase
32.4 Bcf within one year and 12.9 Bcf within two to three years under indexed contracts. At September 30, 2021, we
were committed to purchase 11.9 Bcf within one year under fixed price contracts ranging from $1.86 to $7.03 per Mcf.
Purchases under these contracts totaled $149.4 million, $58.5 million and $50.8 million for 2021, 2020 and 2019.

Rate Regulatory Proceedings

As of September 30, 2021, routine rate regulatory proceedings were in progress in some of our service

areas, which are discussed in further detail above in the Business — Ratemaking Activity section.

14. Income Taxes

Income Tax Expense

The components of income tax expense from continuing operations for 2021, 2020 and 2019 were as fol-

lows:

Current

2021

2020
(In thousands)

2019

Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

— $
252

— $

14,193

—
8,412

Deferred

Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

128,867
24,617

143,039
(11,879)

113,331
17,160

Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$153,736

$ 145,353

$ 138,903

(1) Includes a non-cash income tax benefit of $21.0 million in fiscal 2020 resulting from the remeasurement of

the rate at which state deferred taxes will reverse in the future as discussed below.

87

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Reconciliations of the provision for income taxes computed at the statutory rate to the reported provisions

for income taxes from continuing operations for 2021, 2020 and 2019 are set forth below:

Tax at statutory rate (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock dividends deductible for tax reporting . . . . . . . .
State taxes (net of federal benefit)
. . . . . . . . . . . . . . . . . . . . . . .
Amortization of excess deferred taxes . . . . . . . . . . . . . . . . . . . .
Remeasurement due to state deferred tax rate change . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2021

$172,053

2020
(In thousands)
$ 156,827

2019

$ 136,565

(1,372)
19,647
(45,382)
—
8,790

(1,419)
22,791
(16,125)
(20,962)
4,241

(1,460)
20,202
(14,085)
—
(2,319)

Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$153,736

$ 145,353

$ 138,903

(1) Tax expense is calculated at the statutory federal income tax rate of 21.0% for the years ended September 30,

2021, 2020 and 2019.

Deferred income taxes reflect the tax effect of differences between the basis of assets and liabilities for book
and tax purposes. The tax effect of temporary differences that gave rise to significant components of the deferred
tax liabilities and deferred tax assets at September 30, 2021 and 2020 are presented below:

2021

2020

(In thousands)

Deferred tax assets:

Employee benefit plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Charitable and other credit carryforwards . . . . . . . . . . . . . . . . . . . . . .
Regulatory excess deferred tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lease asset
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

64,316
—
911,424
7,712
148,200
52,138
33,591

$

Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,217,381
(663)

Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,216,718

66,991
16,719
476,507
8,712
161,565
53,118
20,424

804,036
(1,102)

802,934

Deferred tax liabilities:

Difference in net book value and net tax value of assets (1) . . . . . . . . .
Gas cost adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Winter Storm Uri regulatory asset . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lease liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate deferral adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2,258,264)
(26,413)
(471,025)
(52,138)
(47,445)
(20,156)
(47,086)

(2,138,966)
(23,209)
—
(53,118)
(21,945)
—
(22,265)

Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2,922,527)

(2,259,503)

Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$(1,705,809)

$ (1,456,569)

Deferred credits for rate regulated entities . . . . . . . . . . . . . . . . . . . . . . . .

$

4,181

$

2,537

(1) Includes $129.0 million of deferred tax liability related to goodwill as of September 30, 2021 and 2020.

88

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We deduct our purchased gas costs for federal income tax purposes in the period they are paid. As a result of
impacts from Winter Storm Uri, we recorded a $471.0 million (tax effected) increase in our deferred tax liability
and an increase in our net operating loss carryforward as of September 30, 2021. At September 30, 2021, we had
$850.2 million (tax effected) of federal net operating loss carryforwards. The federal net operating loss carryfor-
wards are available to offset future taxable income. Net operating loss carryforwards incurred prior to
December 22, 2017 will begin to expire in 2029. The Company also has $6.0 million in charitable contribution
carryforwards to offset future taxable income. The Company’s charitable contribution carryforwards expiration
period begins in fiscal 2022.

The Company also has $61.2 million (tax effected) of state net operating loss carryforwards (net of

$16.2 million of federal effects) and $1.7 million of state tax credits carryforwards (net of $0.5 million of federal
effects). Depending on the jurisdiction in which the state net operating loss was generated, the carryforwards
expiration period begins in fiscal 2023.

We believe it is more likely than not that the benefit from certain state net operating loss carryforwards and
state credit carryforwards will not be realized. Due to the uncertainty of realizing a benefit from the deferred tax
asset recorded for the carryforwards, a valuation allowance of $0.7 million was established for the year ended
September 30, 2021.

At September 30, 2021, we had recorded liabilities associated with unrecognized tax benefits totaling
$32.8 million. The following table reconciles the beginning and ending balance of our unrecognized tax benefits:

Unrecognized tax benefits - beginning balance . . . . . . . . . . . . . . . . . . . . . .
Increase (decrease) resulting from prior period tax positions . . . . . . . . . .
Increase resulting from current period tax positions . . . . . . . . . . . . . . . . .

$30,921
671
1,200

Unrecognized tax benefits - ending balance . . . . . . . . . . . . . . . . . . . . . . . . .
Less: deferred federal and state income tax benefits . . . . . . . . . . . . . . . . . . . .

32,792
(6,886)

2021

2020
(In thousands)
$ 27,716

2019

$ 26,203

(26)
3,231

30,921
(6,493)

(923)
2,436

27,716
(5,820)

Total unrecognized tax benefits that, if recognized, would impact the

effective income tax rate as of the end of the year . . . . . . . . . . . . . . . . . . . .

$25,906

$ 24,428

$ 21,896

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penal-

ties included within interest charges in our consolidated statements of comprehensive income. During the years
ended September 30, 2021, 2020 and 2019, the Company recognized approximately $1.4 million, $0.7 million
and $2.2 million in interest and penalties. The Company had approximately $10.4 million, $8.2 million and
$7.9 million for the payment of interest and penalties accrued at September 30, 2021, 2020 and 2019.

We file income tax returns in the U.S. federal jurisdiction as well as in various states where we have oper-
ations. We have concluded substantially all U.S. federal income tax matters through fiscal year 2009 and con-
cluded substantially all Texas income tax matters through fiscal year 2010.

Regulatory Excess Deferred Taxes

Regulatory excess net deferred taxes represent changes in our net deferred tax liability related to our cost of

service ratemaking due to the enactment of the Tax Cuts and Jobs Act of 2017 (the TCJA) and a Kansas legis-
lative change enacted in fiscal 2020. As of September 30, 2021 and September 30, 2020, $155.9 million and
$20.9 million is recorded in other current liabilities. This amount has increased during fiscal 2021 due to regu-
latory approvals received during the fiscal year that shortened the refund period in certain of our jurisdictions. As
a result, our effective income tax rate decreased to 18.8% for the fiscal year ended September 30, 2021. Our
effective income tax rate in the prior year period was 19.5%, which reflected the income tax benefit recognized
upon enactment of the new Kansas legislation.

89

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Currently, the regulatory excess net deferred tax liability is being returned over various periods. Of this
amount, $532.3 million, is being returned to customers over 35 - 60 months. An additional $115.3 million is
being returned to customers on a provisional basis over 15 - 69 years until our regulators establish the final
refund periods. The refund of the remaining $12.1 million will be addressed in our next rate proceeding.

15. Financial Instruments

We currently use financial instruments to mitigate commodity price risk and interest rate risk. Our financial

instruments do not contain any credit-risk-related or other contingent features that could cause accelerated pay-
ments when our financial instruments are in net liability positions.

Commodity Risk Management Activities

Our purchased gas cost adjustment mechanisms essentially insulate our distribution segment from commod-

ity price risk; however, our customers are exposed to the effects of volatile natural gas prices. We manage this
exposure through a combination of physical storage, fixed-price forward contracts and financial instruments,
primarily over-the-counter swap and option contracts, in an effort to minimize the impact of natural gas price
volatility on our customers during the winter heating season.

In jurisdictions where we are permitted to mitigate commodity price risk through financial instruments, the

relevant regulatory authorities may establish the level of heating season gas purchases that can be hedged. Our
distribution gas supply department is responsible for executing this segment’s commodity risk management
activities in conformity with regulatory requirements. Historically, if the regulatory authority does not establish
this level, we seek to hedge between 25 and 50 percent of anticipated heating season gas purchases using finan-
cial instruments. For the 2020-2021 heating season (generally October through March), in the jurisdictions where
we are permitted to utilize financial instruments, we hedged approximately 39 percent, or approximately 15.8 Bcf
of the winter flowing gas requirements at a weighted average cost of approximately $2.86 per Mcf. We have not
designated these financial instruments as hedges for accounting purposes.

Interest Rate Risk Management Activities

We manage interest rate risk by periodically entering into financial instruments to effectively fix the Treas-

ury yield component of the interest cost associated with anticipated financings.

In fiscal 2021, we entered into forward starting interest rate swaps to effectively fix the Treasury yield
component associated with $1.4 billion of planned issuances of senior unsecured notes. These swaps were des-
ignated as cash flow hedges at the time the agreements were executed.

In September 2021, we settled forward starting interest rate swaps with a notional amount of $600 million

and received $62.2 million. On October 1, 2021, the notes were issued as planned.

Quantitative Disclosures Related to Financial Instruments

The following tables present detailed information concerning the impact of financial instruments on our

consolidated balance sheet and statements of comprehensive income.

As of September 30, 2021, our financial instruments were comprised of both long and short commodity
positions. A long position is a contract to purchase the commodity, while a short position is a contract to sell the
commodity. As of September 30, 2021, we had 23,737 MMcf of net long commodity contracts outstanding.
These contracts have not been designated as hedges.

90

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Financial Instruments on the Balance Sheet

The following tables present the fair value and balance sheet classification of our financial instruments as of

September 30, 2021 and 2020. As discussed in Note 2 to the consolidated financial statements, we report our
financial instruments as risk management assets and liabilities, each of which is classified as current or non-
current based upon the anticipated settlement date of the underlying financial instrument. The gross amounts of
recognized assets and liabilities are netted within our consolidated balance sheets to the extent that we have net-
ting arrangements with the counterparties. However, as of September 30, 2021 and 2020, no gross amounts and
no cash collateral were netted within our consolidated balance sheet.

Balance Sheet Location

Assets

Liabilities

(In thousands)

September 30, 2021
Designated As Hedges:

Interest rate contracts . . . . . . . . . . . . . . . Deferred charges and other assets /
Deferred credits and other liabilities

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Not Designated As Hedges:

Commodity contracts . . . . . . . . . . . . . . . Other current assets /

Other current liabilities

Commodity contracts . . . . . . . . . . . . . . . Deferred charges and other assets /
Deferred credits and other liabilities

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Gross / Net Financial Instruments . . . . . . .

Balance Sheet Location

September 30, 2020
Designated As Hedges:

Interest rate contracts . . . . . . . . . . . . . . . Deferred charges and other assets /
Deferred credits and other liabilities

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Not Designated As Hedges:

Commodity contracts . . . . . . . . . . . . . . . Other current assets /

Other current liabilities

Commodity contracts . . . . . . . . . . . . . . . Deferred charges and other assets /
Deferred credits and other liabilities

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Gross / Net Financial Instruments . . . . . . .

Impact of Financial Instruments on the Statement of Comprehensive Income

Cash Flow Hedges

$169,469

$ —

169,469

—

55,073

(5,269)

6,144

61,217

—

(5,269)

$230,686

$(5,269)

Assets

Liabilities

(In thousands)

$73,055

$ —

73,055

—

5,687

(2,015)

1,936

7,623

—

(2,015)

$80,678

$(2,015)

As discussed above, our distribution segment has interest rate agreements, which we designate as cash flow

hedges at the time the agreements were executed. The net loss on settled interest rate agreements reclassified
from AOCI into interest charges on our consolidated statements of comprehensive income for the years ended
September 30, 2021, 2020 and 2019 was $5.9 million, $5.5 million and $3.9 million.

91

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes the gains and losses arising from hedging transactions that were recognized as
a component of other comprehensive income (loss), net of taxes, for the years ended September 30, 2021 and 2020.

Fiscal Year Ended
September 30

2021

2020

(In thousands)

Increase in fair value:

Interest rate agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$123,017

$ 53,241

Recognition of losses in earnings due to settlements:

Interest rate agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,566

3,647

Total other comprehensive income from hedging, net of tax . . . . . . . . . . . . . . .

$127,583

$ 56,888

Deferred gains (losses) recorded in AOCI associated with our interest rate agreements are recognized in
earnings as they are amortized over the terms of the underlying debt instruments. As of September 30, 2021, we
had $61.7 million of net realized losses in AOCI associated with our interest rate agreements. The following
amounts, net of deferred taxes, represent the expected recognition in earnings of the deferred net losses recorded
in AOCI associated with our interest rate agreements, based upon the fair values of these agreements at the date
of settlement. The remaining amortization periods for these settled amounts extend through fiscal 2052. How-
ever, the table below does not include the expected recognition in earnings of our outstanding interest rate
agreements as those financial instruments have not yet settled.

2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter

Interest Rate
Agreements
(In thousands)
$ (2,959)
(2,959)
(2,959)
(2,959)
(2,959)
(46,919)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$(61,714)

Financial Instruments Not Designated as Hedges

As discussed above, commodity contracts which are used in our distribution segment are not designated as
hedges. However, there is no earnings impact on our distribution segment as a result of the use of these financial
instruments because the gains and losses arising from the use of these financial instruments are recognized in the
consolidated statements of comprehensive income as a component of purchased gas cost when the related costs
are recovered through our rates and recognized in revenue. Accordingly, the impact of these financial instruments
is excluded from this presentation.

16. Fair Value Measurements

We report certain assets and liabilities at fair value, which is defined as the price that would be received to
sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measure-
ment date (exit price). We record cash and cash equivalents, accounts receivable and accounts payable at carry-
ing value, which substantially approximates fair value due to the short-term nature of these assets and liabilities.
For other financial assets and liabilities, we primarily use quoted market prices and other observable market pric-
ing information to minimize the use of unobservable pricing inputs in our measurements when determining fair
value. The methods used to determine fair value for our assets and liabilities are fully described in Note 2 to the
consolidated financial statements.

92

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Fair value measurements also apply to the valuation of our pension and post-retirement plan assets. The fair

value of these assets is presented in Note 10 to the consolidated financial statements.

Quantitative Disclosures

Financial Instruments

The classification of our fair value measurements requires judgment regarding the degree to which market
data are observable or corroborated by observable market data. The following tables summarize, by level within
the fair value hierarchy, our assets and liabilities that were accounted for at fair value on a recurring basis as of
September 30, 2021 and 2020. As required under authoritative accounting literature, assets and liabilities are
categorized in their entirety based on the lowest level of input that is significant to the fair value measurement.

Assets:
Financial instruments . . . . . . . . . . . . . . . . .
Debt and equity securities

Registered investment companies . . . . . .
Bond mutual funds . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
Bonds (2)
Money market funds . . . . . . . . . . . . . . . .

Total debt and equity securities . . . . . . . . .

Quoted
Prices in
Active
Markets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)(1)

Significant
Other
Unobservable
Inputs
(Level 3)
(In thousands)

Netting and
Cash
Collateral

September 30,
2021

$

— $230,686

$

—

$

—

$ 230,686

35,175
34,298
—
—

69,473

—
—
35,655
2,943

38,598

—
—
—
—

—

—
—
—
—

—

35,175
34,298
35,655
2,943

108,071

Total assets . . . . . . . . . . . . . . . . . . . . . . . . .

$69,473

$ 269,284

$

—

$

—

$ 338,757

Liabilities:
Financial instruments . . . . . . . . . . . . . . . . .

$

— $

5,269

$

—

$

—

$

5,269

Quoted
Prices in
Active
Markets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)(1)

Significant
Other
Unobservable
Inputs
(Level 3)
(In thousands)

Netting and
Cash
Collateral

September 30,
2020

Assets:
Financial instruments . . . . . . . . . . . . . . . . .
Debt and equity securities

Registered investment companies . . . . . .
Bond mutual funds . . . . . . . . . . . . . . . . .
Bonds (2)
. . . . . . . . . . . . . . . . . . . . . . . . .
Money market funds . . . . . . . . . . . . . . . .

Total debt and equity securities . . . . . . . . .

$

— $ 80,678

$

37,831
29,166
—
—

66,997

—
—
32,900
4,055

36,955

—

—
—
—
—

—

$

—

—
—
—
—

—

$ 80,678

37,831
29,166
32,900
4,055

103,952

Total assets . . . . . . . . . . . . . . . . . . . . . . . . .

$66,997

$ 117,633

$

—

$

—

$ 184,630

Liabilities:
Financial instruments . . . . . . . . . . . . . . . . .

$

— $

2,015

$

—

$

—

$

2,015

93

ATMOS ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(1) Our Level 2 measurements consist of over-the-counter options and swaps, which are valued using a market-
based approach in which observable market prices are adjusted for criteria specific to each instrument, such
as the strike price, notional amount or basis differences, municipal and corporate bonds, which are valued
based on the most recent available quoted market prices and money market funds which are valued at cost.

(2) Our investments in bonds are considered available-for-sale debt securities in accordance with current

accounting guidance.

Debt and equity securities are comprised of our available-for-sale debt securities and our equity securities.

As described further in Note 2 to the consolidated financial statements, we adopted ASC 326 effective October 1,
2020. In accordance with the new guidance, we evaluate the performance of our available-for-sale debt securities
on an investment by investment basis for impairment, taking into consideration the investment’s purpose, vola-
tility, current returns and any intent to sell the security. As of September 30, 2021, no allowance for credit losses
was recorded for our available-for-sale debt securities. At September 30, 2021 and 2020, the amortized cost of
our available-for-sale debt securities was $35.6 million and $32.6 million. At September 30, 2021 we maintained
investments in bonds that have contractual maturity dates ranging from October 2021 through September 2024.

Other Fair Value Measures

In addition to the financial instruments above, we have several financial and nonfinancial assets and
liabilities subject to fair value measures. These financial assets and liabilities include cash and cash equivalents,
accounts receivable, accounts payable, finance leases and debt, which are recorded at carrying value. The non-
financial assets and liabilities include asset retirement obligations and pension and post-retirement plan assets.
For cash and cash equivalents, accounts receivable, accounts payable and finance leases we consider carrying
value to materially approximate fair value due to the short-term nature of these assets and liabilities.

Our long-term debt is recorded at carrying value. The fair value of our long-term debt, excluding finance

leases, is determined using third party market value quotations, which are considered Level 1 fair value
measurements for debt instruments with a recent, observable trade or Level 2 fair value measurements for debt
instruments where fair value is determined using the most recent available quoted market price. The following
table presents the carrying value and fair value of our long-term debt, excluding finances leases, debt issuance
costs and original issue premium or discount, as of September 30, 2021:

Carrying Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

September 30,
2021
(In thousands)
$7,360,000
$8,086,136

17. Concentration of Credit Risk

Credit risk is the risk of financial loss to us if a customer fails to perform its contractual obligations. We
engage in transactions for the purchase and sale of products and services with major companies in the energy
industry and with industrial, commercial, residential and municipal energy consumers. These transactions princi-
pally occur in the southern and midwestern regions of the United States. We believe that this geographic concen-
tration does not contribute significantly to our overall exposure to credit risk. Credit risk associated with trade
accounts receivable for the distribution segment is mitigated by the large number of individual customers and the
diversity in our customer base. The credit risk for our pipeline and storage segment is not significant.

94

ITEM 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

ITEM 9A. Controls and Procedures.

Management’s Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including

our principal executive officer and principal financial officer, of the effectiveness of the Company’s disclosure
controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as
amended (Exchange Act). Based on this evaluation, the Company’s principal executive officer and principal
financial officer have concluded that the Company’s disclosure controls and procedures were effective as of
September 30, 2021 to provide reasonable assurance that information required to be disclosed by us, including
our consolidated entities, in the reports that we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified by the SEC’s rules and forms, including a reasonable
level of assurance that such information is accumulated and communicated to our management, including our
principal executive and principal financial officers, as appropriate to allow timely decisions regarding required
disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial

reporting, as such term is defined in Exchange Act Rule 13a-15(f), in providing reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accord-
ance with generally accepted accounting principles. Under the supervision and with the participation of our
management, including our principal executive officer and principal financial officer, we evaluated the effective-
ness of our internal control over financial reporting based on the framework in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 frame-
work) (COSO). Based on our evaluation under the framework in Internal Control-Integrated Framework issued
by COSO and applicable Securities and Exchange Commission rules, our management concluded that our
internal control over financial reporting was effective as of September 30, 2021, in providing reasonable assur-
ance regarding the reliability of financial reporting and the preparation of financial statements for external pur-
poses in accordance with generally accepted accounting principles.

Ernst & Young LLP has issued its report on the effectiveness of the Company’s internal control over finan-

cial reporting. That report appears below.

/s/

JOHN K. AKERS

/s/ CHRISTOPHER T. FORSYTHE

John K. Akers
President, Chief Executive Officer and Director

Christopher T. Forsythe
Senior Vice President and Chief Financial Officer

November 12, 2021

95

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of
Atmos Energy Corporation

Opinion on Internal Control Over Financial Reporting

We have audited Atmos Energy Corporation’s internal control over financial reporting as of September 30,
2021, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Spon-
soring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion,
Atmos Energy Corporation (the Company) maintained, in all material respects, effective internal control over
financial reporting as of September 30, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board

(United States) (PCAOB), the 2021 consolidated financial statements of the Company and our report dated
November 12, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial report-
ing and for its assessment of the effectiveness of internal control over financial reporting included in the accom-
panying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an
opinion on the Company’s internal control over financial reporting based on our audit. We are a public account-
ing firm registered with the PCAOB and are required to be independent with respect to the Company in accord-
ance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we

plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk

that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk, and performing such other procedures as we considered necessary in the circum-
stances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the compa-
ny’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect mis-
statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that con-
trols may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.

/s/ Ernst & Young LLP

Dallas, Texas
November 12, 2021

96

Changes in Internal Control over Financial Reporting

We did not make any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and
15d-15(f) under the Act) during the fourth quarter of the fiscal year ended September 30, 2021 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. Other Information.

Not applicable.

PART III

ITEM 10. Directors, Executive Officers and Corporate Governance.

Information regarding directors is incorporated herein by reference to the Company’s Definitive Proxy
Statement for the Annual Meeting of Shareholders on February 9, 2022. Information regarding executive officers
is reported below:

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following table sets forth certain information as of September 30, 2021, regarding the executive officers

of the Company. It is followed by a brief description of the business experience of each executive officer.

Name

John K. Akers . . . . . . . . . . . . . . . . . . . . . . .

Christopher T. Forsythe . . . . . . . . . . . . . . .

David J. Park . . . . . . . . . . . . . . . . . . . . . . . .

Karen E. Hartsfield . . . . . . . . . . . . . . . . . . .

John M. Robbins . . . . . . . . . . . . . . . . . . . . .

Age

58

50

50

51

51

Years of
Service

Office Currently Held

30

18

27

6

8

President, Chief Executive Officer and
Director
Senior Vice President and Chief
Financial Officer
Senior Vice President, Utility
Operations
Senior Vice President, General Counsel
and Corporate Secretary
Senior Vice President, Human
Resources

John K. (Kevin) Akers was named President and Chief Executive Officer and was appointed to the

Board of Directors effective October 1, 2019. Mr. Akers joined the company in 1991. Mr. Akers assumed
increased responsibilities over time and was named President of the Mississippi Division in 2002. He was
later named President of the Kentucky/Mid-States Division in May 2007, a position he held until December
2016. Effective January 1, 2017, Mr. Akers was named Senior Vice President, Safety and Enterprise Serv-
ices and was responsible for customer service, facilities management, safety and supply chain management.
In November 2018, Mr. Akers was named Executive Vice President and assumed oversight responsibility
for APT.

Christopher T. Forsythe was named Senior Vice President and Chief Financial Officer effective February 1,
2017. Mr. Forsythe joined the Company in June 2003 and prior to this promotion, served as the Company’s Vice
President and Controller from May 2009 through January 2017. Prior to joining Atmos Energy, Mr. Forsythe
worked in public accounting for 10 years.

David J. Park was named Senior Vice President of Utility Operations, effective January 1, 2017. In this
role, Mr. Park is responsible for the operations of Atmos Energy’s six utility divisions as well as gas supply.
Prior to this promotion, Mr. Park served as the President of the West Texas Division from July 2012 to
December 2016. Mr. Park also served as Vice President of Rates and Regulatory Affairs in the Mid-Tex
Division and previously held positions in Engineering and Public Affairs. Mr. Park’s years of service
include 10 years at a company acquired by Atmos Energy in 2004.

97

Karen E. Hartsfield was named Senior Vice President, General Counsel and Corporate Secretary of Atmos

Energy, effective August 7, 2017. Ms. Hartsfield joined the Company in June 2015, after having served in private
practice for 19 years, most recently as Managing Partner of Jackson Lewis LLP in its Dallas office from
July 2013 to June 2015. Prior to joining Jackson Lewis as a partner in January 2009, Ms. Hartsfield was a partner
with Baker Botts LLP in Dallas.

John M. (Matt) Robbins was named Senior Vice President, Human Resources, effective January 1, 2017.

Mr. Robbins joined the Company in May 2013 and prior to this promotion served as Vice President, Human
Resources from February 2015 to December 2016. Before joining Atmos Energy, Mr. Robbins had over 20 years
of experience in human resources.

Identification of the members of the Audit Committee of the Board of Directors as well as the Board of

Directors’ determination as to whether one or more audit committee financial experts are serving on the Audit
Committee of the Board of Directors is incorporated herein by reference to the Company’s Definitive Proxy
Statement for the Annual Meeting of Shareholders on February 9, 2022.

The Company has adopted a code of ethics for its principal executive officer, principal financial officer and

principal accounting officer. Such code of ethics is represented by the Company’s Code of Conduct, which is
applicable to all directors, officers and employees of the Company, including the Company’s principal executive
officer, principal financial officer and principal accounting officer. A copy of the Company’s Code of Conduct is
posted on the Company’s website at www.atmosenergy.com on the “Reports” page under “Corporate
Responsibility.” In addition, any amendment to or waiver granted from a provision of the Company’s Code of
Conduct will be posted on the Company’s website also on the “Reports” page under “Corporate Responsibility.”

ITEM 11. Executive Compensation.

Information on executive compensation is incorporated herein by reference to the Company’s Definitive

Proxy Statement for the Annual Meeting of Shareholders on February 9, 2022, under the captions “Director
Compensation,” “Compensation Discussion and Analysis,” “Other Executive Compensation Matters” and
“Named Executive Officer Compensation.”

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

Matters.

Security ownership of certain beneficial owners and of management is incorporated herein by reference to
the Company’s Definitive Proxy Statement for the Annual Meeting of Shareholders on February 9, 2022, under
the heading “Beneficial Ownership of Common Stock.” Information concerning our equity compensation plans is
provided in Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities”, of this Annual Report on Form 10-K.

ITEM 13. Certain Relationships and Related Transactions, and Director Independence.

Information on certain relationships and related transactions as well as director independence is

incorporated herein by reference to the Company’s Definitive Proxy Statement for the Annual Meeting of Share-
holders on February 9, 2022, under the heading “Corporate Governance and Other Board Matters,” and “Proposal
One – Election of Directors.”

ITEM 14. Principal Accountant Fees and Services.

Information on our principal accountant’s fees and services is incorporated herein by reference to the
Company’s Definitive Proxy Statement for the Annual Meeting of Shareholders on February 9, 2022, under the
heading “Proposal Two – Ratification of Appointment of Independent Registered Public Accounting Firm.”

98

ITEM 15. Exhibits and Financial Statement Schedules.

(a) 1. and 2. Financial statements and financial statement schedules.

PART IV

The financial statements listed in the Index to Financial Statements in Part II, Item 8 are filed as part of this
Form 10-K. All financial statement schedules are omitted because the required information is not present, or not
present in amounts sufficient to require submission of the schedule or because the information required is
included in the financial statements and accompanying notes thereto.

3.

Exhibits

Exhibit
Number

Description

3.1

3.2

3.3

4.1(a)

4.1(b)
4.2

4.3

4.4

4.5

4.6(a)

4.6(b)

4.6(c)

4.6(d)

4.6(e)

Articles of Incorporation and Bylaws
Restated Articles of Incorporation of Atmos
Energy Corporation - Texas (As Amended
Effective February 3, 2010)
Restated Articles of Incorporation of Atmos
Energy Corporation - Virginia (As Amended
Effective February 3, 2010)
Amended and Restated Bylaws of Atmos
Energy Corporation (as of February 5, 2019)
Instruments Defining Rights of Security
Holders, Including Indentures
Specimen Common Stock Certificate (Atmos
Energy Corporation)
Description of Registrant’s Securities
Indenture dated as of November 15, 1995
between United Cities Gas Company and Bank
of America Illinois, Trustee
Indenture dated as of July 15, 1998 between
Atmos Energy Corporation and U.S. Bank Trust
National Association, Trustee
Indenture dated as of May 22, 2001 between
Atmos Energy Corporation and SunTrust Bank,
Trustee
Indenture dated as of March 26, 2009 between
Atmos Energy Corporation and U.S. Bank
National Corporation, Trustee
Debenture Certificate for the 6 3/4%
Debentures due 2028
Global Security for the 5.95% Senior Notes due
2034
Officers’ Certificate dated June 10, 2011

Global Security for the 5.5% Senior Notes due
2041
Officers’ Certificate dated January 11, 2013

99

Page Number or
Incorporation by
Reference to

Exhibit 3.1 to Form 10-Q dated March 31, 2010
(File No. 1-10042)

Exhibit 3.2 to Form 10-Q dated March 31, 2010
(File No. 1-10042)

Exhibit 3.1 to Form 8-K dated February 5, 2019
(File No. 1-10042)

Exhibit 4.1 to Form 10-K for fiscal year ended
September 30, 2012 (File No. 1-10042)

Exhibit 4.11(a) to Form S-3 dated August 31,
2004 (File No. 333-118706)

Exhibit 4.8 to Form S-3 dated August 31, 2004
(File No. 333-118706)

Exhibit 99.3 to Form 8-K dated May 22, 2001
(File No. 1-10042)

Exhibit 4.1 to Form 8-K dated March 26, 2009
(File No. 1-10042)

Exhibit 99.2 to Form 8-K dated July 29, 1998
(File No. 1-10042)

Exhibit 10(2)(g) to Form 10-K for fiscal year
ended September 30, 2004 (File No. 1-10042)
Exhibit 4.1 to Form 8-K dated June 13, 2011
(File No. 1-10042)

Exhibit 4.2 to Form 8-K dated June 13, 2011
(File No. 1-10042)
Exhibit 4.1 to Form 8-K dated January 15, 2013
(File No. 1-10042)

Exhibit
Number
4.6(f)

4.6(g)

4.6(h)

4.6(i)

4.6(j)

4.6(k)

4.6(l)

4.6(m)

4.6(n)

4.6(o)

4.6(p)

4.6(q)

4.6(r)

4.6(s)

4.6(t)

4.6(u)

4.6(v)

4.6(w)

4.6(x)

4.6(y)

4.6(z)

4.6(aa)

4.6(bb)

4.6(cc)

Description

Global Security for the 4.15% Senior Notes due
2043
Officers’ Certificate dated October 15, 2014

Global Security for the 4.125% Senior Notes
due 2044
Officers’ Certificate dated June 8, 2017

Officers’ Certificate dated October 4, 2018

Global Security for the 4.300% Senior Notes
due 2048
Global Security for the 4.300% Senior Notes
due 2048
Officers’ Certificate dated March 4, 2019

Global Security for the 4.125% Senior Notes
due 2049
Officers’ Certificate dated October 2, 2019

Global Security for the 2.625% Senior Notes
due 2029
Global Security for the 3.375% Senior Notes
due 2049
Officers’ Certificate dated October 1, 2020

Global Security for the 1.500% Senior Notes
due 2031
Global Security for the 1.500% Senior Notes
due 2031
Fixed Rate Notes Officers’ Certificate dated
March 9, 2021
Floating Rate Notes Officers’ Certificate dated
March 9, 2021
Global Security for the 0.625% Senior Notes
due 2023
Global Security for the 0.625% Senior Notes
due 2023
Global Security for the 0.625% Senior Notes
due 2023
Global Security for the Floating Rate Senior
Notes due 2023
Global Security for the Floating Rate Senior
Notes due 2023
Global Security for the Floating Rate Senior
Notes due 2023
Officers’ Certificate dated October 1, 2021

100

Page Number or
Incorporation by
Reference to

Exhibit 4.2 to Form 8-K dated January 15, 2013
(File No. 1-10042)
Exhibit 4.1 to Form 8-K dated October 17, 2014
(File No. 1-10042)

Exhibit 4.2 to Form 8-K dated October 17, 2014
(File No. 1-10042)
Exhibit 4.1 to Form 8-K dated June 8, 2017
(File No. 1-10042)
Exhibit 4.1 to Form 8-K dated October 4, 2018
(File No. 1-10042)

Exhibit 4.2 to Form 8-K dated October 4, 2018
(File No. 1-10042)

Exhibit 4.3 to Form 8-K dated October 4, 2018
(File No. 1-10042)
Exhibit 4.1 to Form 8-K dated March 4, 2019
(File No. 1-10042)

Exhibit 4.2 to Form 8-K dated March 4, 2019
(File No. 1-10042)
Exhibit 4.1 to Form 8-K dated October 2, 2019
(File No. 1-10042)

Exhibit 4.2 to Form 8-K dated October 2, 2019
(File No. 1-10042)

Exhibit 4.3 to Form 8-K dated October 2, 2019
(File No. 1-10042)
Exhibit 4.1 to Form 8-K dated October 1, 2020
(File No. 1-10042)

Exhibit 4.2 to Form 8-K dated October 1, 2020
(File No. 1-10042)

Exhibit 4.3 to Form 8-K dated October 1, 2020
(File No. 1-10042)

Exhibit 4.1 to Form 8-K dated March 9, 2021
(File No. 1-10042)

Exhibit 4.2 to Form 8-K dated March 9, 2021
(File No. 1-10042)

Exhibit 4.3 to Form 8-K dated March 9, 2021
(File No. 1-10042)

Exhibit 4.4 to Form 8-K dated March 9, 2021
(File No. 1-10042)

Exhibit 4.5 to Form 8-K dated March 9, 2021
(File No. 1-10042)

Exhibit 4.6 to Form 8-K dated March 9, 2021
(File No. 1-10042)

Exhibit 4.7 to Form 8-K dated March 9, 2021
(File No. 1-10042)

Exhibit 4.8 to Form 8-K dated March 9, 2021
(File No. 1-10042)
Exhibit 4.1 to Form 8-K dated October 1, 2021
(File No. 1-10042)

Exhibit
Number

4.6(dd)

4.6(ee)

10.1

10.2

10.3

10.4(a)

10.4(b)

10.5(a)

10.5(b)

10.6(a)*

10.6(b)*

10.7(a)*

10.7(b)*

Description

Global Security for the 2.850% Senior Notes
due 2052
Global Security for the 2.850% Senior Notes
due 2052
Material Contracts
Revolving Credit Agreement, dated as of
March 31, 2021, among Atmos Energy
Corporation, Crédit Agricole Corporate and
Investment Bank, as the Administrative Agent,
the agents, arrangers and bookrunners named
therein, and the lenders named therein
Revolving Credit Agreement, dated as of
March 31, 2021, among Atmos Energy
Corporation, Crédit Agricole Corporate and
Investment Bank, as the Administrative Agent,
the agents, arrangers and bookrunners named
therein, and the lenders named therein
Term Loan Agreement, dated as of April 9,
2020, among Atmos Energy Corporation, Credit
Agricole Corporate and Investment Bank, as the
Administrative Agent, Canadian Imperial Bank
of Commerce, New York Branch, as
Syndication Agent, Credit Agricole Corporate
and Investment Bank and Canadian Imperial
Bank of Commerce, New York Branch, as Joint
Lead Arrangers and Joint-Bookrunners, and the
lenders named therein
Equity Distribution Agreement, dated as of
February 12, 2020, among Atmos Energy
Corporation and the Managers and Forward
Purchasers named in Schedule A thereto
Form of Master Forward Sale Confirmation

Equity Distribution Agreement, dated as of
June 29, 2021, among Atmos Energy
Corporation and the Managers and Forward
Purchasers named in Schedule A thereto
Form of Master Forward Sale Confirmation

Executive Compensation Plans and
Arrangements
Form of Atmos Energy Corporation Change in
Control Severance Agreement - Tier I
Form of Atmos Energy Corporation Change in
Control Severance Agreement - Tier II
Atmos Energy Corporation Executive Retiree
Life Plan
Amendment No. 1 to the Atmos Energy
Corporation Executive Retiree Life Plan

101

Page Number or
Incorporation by
Reference to

Exhibit 4.2 to Form 8-K dated October 1, 2021
(File No. 1-10042)
Exhibit 4.3 to Form 8-K dated October 1, 2021
(File No. 1-10042)

Exhibit 10.1 to Form 8-K dated March 31, 2021
(File No. 1-10042)

Exhibit 10.2 to Form 8-K dated March 31, 2021
(File No. 1-10042)

Exhibit 10.1 to Form 8-K dated April 13, 2020
(File No. 1-10042)

Exhibit 1.1 to Form 8-K dated February 12,
2020 (File No. 1-10042)

Exhibit 1.2 to Form 8-K dated February 12,
2020 (File No. 1-10042)
Exhibit 1.1 to Form 8-K dated June 29, 2021
(File No. 1-10042)

Exhibit 1.2 to Form 8-K dated June 29, 2021
(File No. 1-10042)

Exhibit 10.7(a) to Form 10-K for fiscal year
ended September 30, 2010 (File No. 1-10042)
Exhibit 10.7(b) to Form 10-K for fiscal year
ended September 30, 2010 (File No. 1-10042)
Exhibit 10.31 to Form 10-K for fiscal year
ended September 30, 1997 (File No. 1-10042)
Exhibit 10.31(a) to Form 10-K for fiscal year
ended September 30, 1997 (File No. 1-10042)

Page Number or
Incorporation by
Reference to
Exhibit 10.1 to Form 8-K dated August 3, 2021
(File No. 1-10042)

Exhibit 10.8(a) to Form 10-K for fiscal year
ended September 30, 2008 (File No. 1-10042)

Exhibit 10.3 to Form 10-Q for quarter ended
December 31, 2000 (File No. 1-10042)
Exhibit 10.7(a) to Form 10-K for fiscal year
ended September 30, 2016 (File No. 1-10042)

Exhibit 10.1 to Form 10-Q for quarter ended
December 31, 2000 (File No. 1-10042)

Exhibit 10.8 to Form 10-K for fiscal year ended
September 30, 2016 (File No. 1-10042)

Exhibit 10.28(f) to Form 10-K for fiscal year
ended September 30, 2001 (File No. 1-10042)

Exhibit 10.28(g) to Form 10-K for fiscal year
ended September 30, 2001 (File No. 1-10042)

Exhibit 10.1 to Form 10-Q for quarter ended
December 31, 2002 (File No. 1-10042)
Exhibit 10.1 to Form 10-Q for quarter ended
December 31, 2011 (File No. 1-10042)

Exhibit 10.11(a) to Form 10-K for fiscal year
ended September 30, 2019 (File No. 1-10042)

Exhibit 10.13(b) to Form 10-K for fiscal year
ended September 20, 2020 (File No. 1-10042)

Exhibit 10.13(c) to Form 10-K for fiscal year
ended September 20, 2020 (File No. 1-10042)

Exhibit 10.11(d) to Form 10-K for fiscal year
ended September 30, 2019 (File No. 1-10042)

Exhibit 10.11(e) to Form 10-K for fiscal year
ended September 30, 2019 (File No. 1-10042)

Exhibit
Number
10.8*

10.9(a)*

10.9(b)*

Description

Atmos Energy Corporation Annual Incentive
Plan for Management (as amended and restated
August 3, 2021)
Atmos Energy Corporation Supplemental
Executive Benefits Plan, Amended and Restated
in its Entirety August 7, 2007
Form of Individual Trust Agreement for the
Supplemental Executive Benefits Plan

10.10(a)* Atmos Energy Corporation Supplemental

Executive Retirement Plan (As Amended and
Restated, Effective as of January 1, 2016)

10.10(b)* Atmos Energy Corporation Performance-Based

10.11*

Supplemental Executive Benefits Plan Trust
Agreement, Effective Date December 1, 2000
Atmos Energy Corporation Account Balance
Supplemental Executive Retirement Plan (As
Amended and Restated, Effective as of
January 1, 2016)

10.12(a)* Mini-Med/Dental Benefit Extension Agreement

dated October 1, 1994

10.12(b)* Amendment No. 1 to Mini-Med/Dental Benefit

Extension Agreement dated August 14, 2001

10.13*

10.12(c)* Amendment No. 2 to Mini-Med/Dental Benefit
Extension Agreement dated December 31, 2002
Atmos Energy Corporation Equity Incentive
and Deferred Compensation Plan for
Non-Employee Directors, Amended and
Restated as of January 1, 2012
10.14(a)* Atmos Energy Corporation 1998 Long-Term

Incentive Plan (as amended and restated
November 6, 2019)
Form of Award Agreement of Time-Lapse
Restricted Stock Units under the Atmos Energy
Corporation 1998 Long-Term Incentive Plan
Form of Award Agreement of Performance-
Based Restricted Stock Units under the Atmos
Energy Corporation 1998 Long-Term Incentive
Plan
Form of Non-Employee Director Award
Agreement of Time-Lapse Restricted Stock
Units Under the Atmos Energy Corporation
1998 Long-Term Incentive Plan
Form of Non-Employee Director Award
Agreement of Stock Unit Awards Under The
Atmos Energy Corporation 1998 Long-Term
Incentive Plan
Other Exhibits, as indicated
Subsidiaries of the registrant

10.14(b)*

10.14(c)*

10.14(d)*

10.14(e)*

21

102

Exhibit
Number
23.1

24

31
32

101.INS

101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
104

Description

Consent of independent registered public
accounting firm, Ernst & Young LLP
Power of Attorney

Page Number or
Incorporation by
Reference to

Signature page of Form 10-K for fiscal year
ended September 30, 2021

Rule 13a-14(a)/15d-14(a) Certifications
Section 1350 Certifications**
Interactive Data File
XBRL Instance Document - the Instance Document does not appear in the Interactive Data File
because its XBRL tags are embedded within the Inline XBRL document
Inline XBRL Taxonomy Extension Schema
Inline XBRL Taxonomy Extension Calculation Linkbase
Inline XBRL Taxonomy Extension Definition Linkbase
Inline XBRL Taxonomy Extension Labels Linkbase
Inline XBRL Taxonomy Extension Presentation Linkbase
Cover Page Interactive Data File - the cover page interactive data file does not appear in the
interactive data file because its XBRL tags are embedded within the Inline XBRL document

* This exhibit constitutes a “management contract or compensatory plan, contract, or arrangement.”
** These certifications pursuant to 18 U.S.C. Section 1350 by the Company’s Chief Executive Officer and

Chief Financial Officer, furnished as Exhibit 32 to this Annual Report on Form 10-K, will not be deemed to
be filed with the Securities and Exchange Commission or incorporated by reference into any filing by the
Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that
the Company specifically incorporates such certifications by reference.

ITEM 16. Form 10-K Summary.

Not applicable.

103

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant

has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

ATMOS ENERGY CORPORATION
(Registrant)

By:

/s/ CHRISTOPHER T. FORSYTHE
Christopher T. Forsythe
Senior Vice President and Chief Financial
Officer

Date: November 12, 2021

104

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby con-

stitutes and appoints John K. Akers and Christopher T. Forsythe, or either of them acting alone or together, as his
true and lawful attorney-in-fact and agent with full power to act alone, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the
same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by

the following persons on behalf of the registrant and in the capacities and on the date indicated:

/s/ KIM R. COCKLIN

Kim R. Cocklin

/s/

JOHN K. AKERS
John K. Akers

/s/ CHRISTOPHER T. FORSYTHE

Christopher T. Forsythe

/s/ RICHARD M. THOMAS

Richard M. Thomas

/s/ ROBERT W. BEST

Robert W. Best

/s/ KELLY H. COMPTON

Kelly H. Compton

/s/ SEAN DONOHUE

Sean Donohue

/s/ RAFAEL G. GARZA

Rafael G. Garza

/s/ RICHARD K. GORDON

Richard K. Gordon

/s/ ROBERT C. GRABLE

Robert C. Grable

/s/ NANCY K. QUINN

Nancy K. Quinn

/s/ RICHARD A. SAMPSON

Richard A. Sampson

/s/ STEPHEN R. SPRINGER

Stephen R. Springer

/s/ DIANA J. WALTERS

Diana J. Walters

/s/ RICHARD WARE II

Richard Ware II

/s/ FRANK YOHO

Frank Yoho

Chairman of the Board

November 12, 2021

President, Chief Executive Officer
and Director

November 12, 2021

Senior Vice President and Chief
Financial Officer

November 12, 2021

Vice President and Controller
(Principal Accounting Officer)

November 12, 2021

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

105

November 12, 2021

November 12, 2021

November 12, 2021

November 12, 2021

November 12, 2021

November 12, 2021

November 12, 2021

November 12, 2021

November 12, 2021

November 12, 2021

November 12, 2021

November 12, 2021

Forward-Looking Statements

The matters discussed or incorporated by reference in this Annual Report may contain “forward-looking statements” within the 
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements 
other than statements of historical fact included in this report are forward-looking statements made in good faith by the 
Company and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform 
Act of 1995. When used in this report or any other of the Company’s documents or oral presentations, the words “anticipate,” 
“believe,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “objective,” “plan,” “projection,” “seek,” “strategy” or similar words 
are intended to identify forward-looking statements. Such forward-looking statements are subject to risks and uncertainties that 
could cause actual results to differ materially from those discussed in this report. These risks and uncertainties are discussed 
in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021. Although the Company believes 
these forward-looking statements to be reasonable, there can be no assurance that they will approximate actual experience or 
that the expectations derived from them will be realized. Further, the Company undertakes no obligation to update or revise 
any of its forward-looking statements, whether as a result of new information, future events or otherwise.

Board of Directors

J. Kevin Akers
President and Chief Executive Officer,
Atmos Energy Corporation, Dallas, Texas
Board member since 2019

Robert W. Best
Former Chairman of the Board,
Atmos Energy Corporation, Dallas, Texas
Board member since 1997
Committee: Corporate Responsibility,
Sustainability, & Safety

Kim R. Cocklin 
Chairman of the Board,
Atmos Energy Corporation, Dallas, Texas
Board member since 2009

Kelly H. Compton
Executive Director,
The Hoglund Foundation, Dallas, Texas
Board member since 2016
Committees: Audit, Human Resources

Sean Donohue
Chief Executive Officer
Dallas/Fort Worth 
International Airport
Dallas, Texas
Board member since 2018
Committees: Corporate Responsibility,
Sustainability, & Safety, Nominating 
and Corporate Governance

Rafael G. Garza
President and Founder, RGG 
Capital Partners, LLC, 
Fort Worth, Texas
Board member since 2016
Committees: Audit, Nominating 
and Corporate Governance

Richard K. Gordon
General Partner, Juniper Capital LP 
and Juniper Energy LP; Senior Advisor, 
Juniper Capital II and
Juniper Capital III, Houston, Texas
Board member since 2001
Lead Director since 2016 
Committees: Corporate Responsibility,
Sustainability, & Safety (Chair), 
Executive (Chair), Human Resources, 
Nominating and Corporate Governance

Robert C. Grable
Founding Partner, Kelly Hart & Hallman LLP
Fort Worth, Texas
Board member since 2009
Committees: Audit, Executive, 
Nominating and Corporate 
Governance (Chair)

Nancy K. Quinn
Independent Energy Consultant 
Key Biscayne, Florida
Board member since 2004
Former Lead Director 
Committees: Audit, Executive, 
Human Resources (Chair), Corporate 
Responsibility, Sustainability, & Safety

Richard A. Sampson
General Partner and Founder, 
RS Core Capital, LLC, Denver, Colorado
Board member since 2012
Committees: Audit (Chair), 
Executive, Human Resources

Stephen R. Springer
Retired Senior Vice President  
and General Manager, Midstream Division,  
The Williams Companies, Inc.  
Fort Myers Beach, Florida
Board member since 2005
Committee: Corporate Responsibility,
Sustainability, & Safety

Diana J. Walters
Founder and Managing Member, 
Amichel, LLC, Magnolia, Texas
Board member since 2018
Committees: Corporate Responsibility,
Sustainability, & Safety, Human Resources

Richard Ware II
Chairman, Amarillo National Bank, 
Amarillo, Texas
Board member since 1994
Committees: Audit, Nominating and 
Corporate Governance 

Frank Yoho
Former Executive Vice President and 
President of Natural Gas, Duke Energy
Charlotte, North Carolina
Board member since 2020
Committees: Audit, Corporate Responsibility, 
Sustainability, & Safety

Charles K. Vaughan
Honorary Director, Retired Chairman 
of the Board and Retired Lead Director, 
Atmos Energy Corporation, Dallas, Texas
Board member from 1983 to 2012

Senior Management Team

J. Kevin Akers
President and Chief Executive Officer

John S. McDill
Senior Vice President, Utility Operations

Christopher T. Forsythe
Senior Vice President and Chief Financial Officer

J. Matt Robbins
Senior Vice President, Human Resources

Karen E. Hartsfield
Senior Vice President, General 
Counsel and Corporate Secretary

Corporate Information

Common Stock Listing 
New York Stock Exchange. Trading symbol: ATO

Stock Transfer Agent and Registrar
Broadridge Corporate Issuer Solutions, Inc.
P.O. Box 1342
Brentwood, NY 11717
800-543-3038

To inquire about your Atmos Energy common stock, please call Broadridge at the telephone number above. You may 
use the agent’s interactive voice response system 24 hours a day to learn about transferring stock or to check your 
recent account activity, all without the assistance of a customer service representative. Please have available your Atmos 
Energy shareholder account number and your Social Security or federal taxpayer ID number.

To speak to a Broadridge customer service representative, please call the same number between 9 a.m. and 6 pm. 
Eastern time, Monday through Friday. 

You may also find more information at https://shareholder.broadridge.com/ATO.

Independent Registered Public Accounting Firm
Ernst & Young LLP
One Victory Park
Suite 2000
2323 Victory Avenue 
Dallas, Texas 75219
214-969-8000

Annual Report
Atmos Energy Corporation’s 2021 Annual Report including our Form 10-K is available at no charge from Investor 
Relations, Atmos Energy Corporation, P.O. Box 650205, Dallas, Texas 75265-0205 or by calling 972-855-3729, 
Monday through Friday, between 8 a.m. and 5 p.m. Central time. Atmos Energy’s 2021 Annual Report also may be 
viewed on Atmos Energy’s website at www.atmosenergy.com.

Annual Meeting of Shareholders 
The 2022 Annual Meeting of Shareholders will be on Wednesday, February 9, 2022, at 9:00 a.m. Central time, and 
will be conducted virtually via webcast. Please see your proxy materials for further information.

Direct Stock Purchase Plan 
Atmos Energy has a Direct Stock Purchase Plan that is available to all investors. For an Enrollment Application Form 
and a Plan Prospectus, please call Broadridge at 800-543-3038. The Prospectus is also available at www.atmosenergy.
com. You may also obtain information by writing to Investor Relations, Atmos Energy Corporation, P.O. Box 650205, 
Dallas, Texas 75265-0205.

This is not an offer to sell, or a solicitation to buy, any securities of Atmos Energy Corporation. Shares of Atmos Energy 
common stock purchased through the Direct Stock Purchase Plan will be offered only by prospectus.

Atmos Energy on the Internet
Information about Atmos Energy is available at www.atmosenergy.com. Our website includes news releases, current and 
historical financial reports, other investor data, corporate governance documents, management biographies, customer 
information and facts about Atmos Energy’s operations. 

Atmos Energy Corporation Contacts 
To contact Atmos Energy’s Investor Relations, call 972-855-3729, Monday through Friday, between 8 a.m. and 5 p.m. 
Central time or send an email message to InvestorRelations@atmosenergy.com.

Securities analysts and investment managers, please contact:
Dan Meziere
Vice President, Investor Relations and Treasurer
972-855-3729 (voice) 972-855-3040 (fax)
InvestorRelations@atmosenergy.com

Atmos Energy Corporation 
P.O. Box 650205
Dallas, Texas 75265-0205
atmosenergy.com