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Cover and table of contents

10-K 1 ato201893010-k.htm 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

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

For the fiscal year ended September 30, 2018

OR

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

For the transition period from to

Commission file number 1-10042

Atmos Energy Corporation

(Exact name of registrant as specified in its charter)

Texas and Virginia 75-1743247

(State or other jurisdiction of (IRS employer

incorporation or organization) identification no.)

Three Lincoln Centre, Suite 1800

5430 LBJ Freeway, Dallas, Texas 75240

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code:

(972) 934-9227

Securities registered pursuant to Section 12(b) of the Act:

Name of Each Exchange

Title of Each Class on Which Registered

Common stock, No Par Value New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

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 þ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ Emerging growth company ¨

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ

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 most recently completed second fiscal quarter, March 31, 2018, was $9,175,655,493.

As of November 8, 2018, the registrant had 111,352,649 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 6, 2019 are incorporated by reference into Part III of this report.

TABLE OF CONTENTS

Page
Glossary of Key Terms3
Part I
Item 1.Business4
Item 1A.Risk Factors13
Item 1B.Unresolved Staff Comments17
Item 2.Properties17
Item 3.Legal Proceedings18
Item 4.Mine Safety Disclosures18
Part II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities19
Item 6.Selected Financial Data21
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations22
Item 7A.Quantitative and Qualitative Disclosures About Market Risk38
Item 8.Financial Statements and Supplementary Data40
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure92
Item 9A.Controls and Procedures92
Item 9B.Other Information94
Part III
Item 10.Directors, Executive Officers and Corporate Governance94
Item 11.Executive Compensation95
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters95
Item 13.Certain Relationships and Related Transactions, and Director Independence95
Item 14.Principal Accountant Fees and Services95
Part IV
Item 15.Exhibits and Financial Statement Schedules95

GLOSSARY OF KEY TERMS

Adjusted diluted EPS from continuing operationsNon-GAAP measure defined as diluted earnings per share from continuing operations before the one-time, non-cash income tax benefit
Adjusted income from continuing operationsNon-GAAP measure defined as income from continuing operations before the one-time, non-cash income tax benefit
AECAtmos Energy Corporation
AEHAtmos Energy Holdings, Inc.
AEMAtmos Energy Marketing, LLC
AOCIAccumulated Other Comprehensive Income
ARMAnnual Rate Mechanism
ATOTrading symbol for Atmos Energy Corporation common stock on the NYSE
BcfBillion cubic feet
Contribution MarginNon-GAAP measure defined as operating revenues less purchased gas cost
COSOCommittee of Sponsoring Organizations of the Treadway Commission
DARRDallas Annual Rate Review
ERISAEmployee Retirement Income Security Act of 1974
FASBFinancial Accounting Standards Board
FERCFederal Energy Regulatory Commission
GAAPGenerally Accepted Accounting Principles
GRIPGas Reliability Infrastructure Program
GSRSGas System Reliability Surcharge
LTIP1998 Long-Term Incentive Plan
McfThousand cubic feet
MDWQMaximum daily withdrawal quantity
Mid-Tex ATM CitiesRepresents a coalition of 47 incorporated cities or approximately 8 percent of the Mid-Tex Division's customers.
Mid-Tex CitiesRepresents all incorporated cities other than Dallas and Mid-Tex ATM Cities, or approximately 72 percent of the Mid-Tex Division’s customers.
MMcfMillion cubic feet
Moody’sMoody’s Investor Service, Inc.
NGANatural Gas Act of 1938
NYMEXNew York Mercantile Exchange, Inc.
NYSENew York Stock Exchange
PHMSAPipeline and Hazardous Materials Safety Administration
PPAPension Protection Act of 2006
PRPPipeline Replacement Program
RRCRailroad Commission of Texas
RRMRate Review Mechanism
RSCRate Stabilization Clause
S&PStandard & Poor’s Corporation
SAVESteps to Advance Virginia Energy
SECUnited States Securities and Exchange Commission
SGRSupplemental Growth Rider
SIRSystem Integrity Rider
SRFStable Rate Filing
SSIRSystem Safety and Integrity Rider
TCJATax Cuts and Jobs Act of 2017
WNAWeather Normalization Adjustment

PART I

The terms “we,” “our,” “us”, “Atmos Energy” and the “Company” refer to Atmos Energy Corporation and its subsidiaries, unless the context suggests otherwise.

Next: Item 1. Business.