Cover and table of contents
10K characters. Original on sec.gov · Markdown
Cover and table of contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2019
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 Corp****oration
(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.)
1800 Three Lincoln Centre
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:
| Table of each class | Trading Symbol | Name of each exchange on which registered | |
| Common stock | No Par Value | ATO | 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 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 | ☑ | 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, 2019, was $11,826,627,172.
As of November 7, 2019, the registrant had 119,343,545 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 5, 2020 are incorporated by reference into Part III of this report.
TABLE OF CONTENTS
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 |
| AEC | Atmos Energy Corporation |
| AEH | Atmos Energy Holdings, Inc. |
| AEM | Atmos Energy Marketing, LLC |
| 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 |
| Contribution Margin | Non-GAAP measure defined as operating revenues less purchased gas cost |
| 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 | Gas Reliability Infrastructure Program |
| GSRS | Gas System Reliability Surcharge |
| LTIP | 1998 Long-Term Incentive Plan |
| Mcf | Thousand cubic feet |
| MDWQ | Maximum daily withdrawal quantity |
| Mid-Tex ATM Cities | Represents a coalition of 47 incorporated cities or approximately 8 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. |
| NGA | Natural Gas Act of 1938 |
| NYMEX | New York Mercantile Exchange, Inc. |
| 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 |
| SGR | Supplemental Growth Rider |
| SIR | System Integrity Rider |
| SRF | Stable Rate Filing |
| SSIR | System Safety and Integrity Rider |
| TCJA | Tax Cuts and Jobs Act of 2017 |
| WNA | Weather 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.