Atmos Energy (ATO) 10-K risk factor changes: FY2020 vs FY2019

These factors include the [removed: following:][added: following, which are organized by category:]

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

We are subject to regulatory oversight from various [added: federal,] state and local regulatory authorities in the eight states that we serve.

[added: 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.

As [added: a] pipeline operator, the Company [removed: will be] [added: is] required to:

While Atmos Energy, with the support from each of its regulatory commissions, is accelerating the replacement of aging pipeline infrastructure, operating issues such as [removed: 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.

However, because some of our transmission pipeline and storage facilities are near or are in populated areas, [added: any loss of human life or adverse financial results resulting from such events could be large.]

We must make significant capital expenditures on a long-term basis to modernize our distribution and transmission system [removed: to improve the safety] and [removed: reliability and] to comply with the safety rules and regulations issued by the regulatory authorities responsible for the service areas we operate.

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 [removed: significantly in the near term.][added: significantly.]

We have weather-normalized rates for approximately 97 percent of our residential and commercial [removed: meters] [added: revenues] in our distribution operations, which substantially mitigates the adverse effects of warmer-than-normal weather for meters in those service areas.

Disruption of those systems could adversely impact our ability to safely deliver natural gas to our customers, operate our pipeline and storage [added: systems or serve our customers timely.]

Also, companies in our industry may face a heightened risk of exposure to actual acts of terrorism, which could subject our operations to increased [removed: risks.]

Regulatory and Legislative Risks

Operational Risks

risks.

Financial, Economic and Market Risks

The outbreak of COVID-19 and its impact on business and economic conditions could negatively affect our business, results of operations and financial condition.

The scale and scope of the recent COVID-19 outbreak, the resulting pandemic, and the impact on the economy and financial markets could adversely affect the Company’s business, results of operations and financial condition.

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 (including, but not limited to, voluntary and mandatory quarantines, restrictions on travel, limiting gatherings of people, and reduced operations and extended closures of many businesses and institutions) will not materially impact our business, results of operations and financial condition.

In particular, the continued spread of COVID-19 and efforts to contain the virus could:

| • | impact customer demand for natural gas, particularly from commercial and industrial customers; |

| --- | --- |

| • | reduce the availability and productivity of our employees and contractors; |

| | |

| --- | --- |

| • | cause us to experience an increase in costs as a result of our emergency measures, delayed payments from our customers and uncollectable accounts; |

| | |

| --- | --- |

| • | cause the Company’s contractors, suppliers and other business partners to be unable to fulfill their contractual obligations; |

| | |

| --- | --- |

| • | result in our inability to meet the requirements of the covenants in our existing credit facilities, including covenants regarding the ratio of indebtedness to total capitalization; |

| | |

| --- | --- |

| • | cause a deterioration in our financial metrics or the business environment that impacts our credit ratings; |

| | |

| --- | --- |

| • | impact our liquidity position and cost of and ability to access funds from financial institutions and capital markets; and |

| | |

| --- | --- |

| • | cause other unpredictable events. |

The situation surrounding COVID-19 remains fluid and the likelihood of an impact on the Company that could be material increases the longer the virus impacts activity levels in the United States.

Therefore, it is difficult to predict with certainty the potential impact of the virus on the Company’s business, results of operations and financial condition.

To the extent the COVID-19 pandemic has an adverse impact on the Company’s business, results of operations and financial condition, it may also have the effect of heightening many of the other risk factors disclosed herein, such as those relating to 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; and the impact of adverse economic conditions on our customers.

| | |

| --- | --- |

| | |

The regulatory process also involves the risk that regulatory authorities may (i) review our

any loss of human life or adverse financial results resulting from such events could be large.

systems or serve our customers timely.

These risks and uncertainties include the following: [added: federal,] state and local regulatory [added: 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; [added: the impact of greenhouse gas emissions or other legislation or regulations intended to address climate change;] possible 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 [removed: 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 [removed: price of natural gas; the availability and] accessibility of contracted gas supplies, interstate pipeline and/or storage services; increased competition from energy suppliers and alternative forms of energy; adverse weather conditions; [removed: increased costs] [added: the impact] of [removed: providing health care benefits, along with pension and postretirement health care benefits and increased funding requirements;] [added: climate change;] the inability to continue to hire, train and retain operational, technical and managerial personnel; [removed: the impact of climate change; the impact of greenhouse gas emissions or other legislation or regulations intended to address climate change;] 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 [removed: control.][added: 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; the outbreak of COVID-19 and its impact on business and economic conditions.]

Our significant accounting policies are discussed in [removed: Notes] [added: Note] 2 [removed: and 16] to our consolidated financial statements.

[removed: As described further in Note 13,] [added: Additionally,] the enactment of the Tax Cuts and Jobs Act of 2017 (the [removed: "TCJA")] [added: TCJA)] required us to remeasure our deferred tax assets and liabilities at our new federal statutory income tax rate as of December 22, 2017.

Due to the non-recurring nature of [removed: this benefit,] [added: these benefits,] we believe that net income and diluted net income per share before the non-cash income tax [removed: benefit] [added: benefits] 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 [removed: basis to the prior year.][added: basis.]

| | For the Fiscal Year Ended September 30 | | | | | | | | | | | [added: | | | | | | | |]

| | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: Change] [added: 2018] | | |

| | (In thousands, except per share data) | | | | | | | | | | | [added: | | | | | | | |]

| Net income | $ | [added: 601,443 | | | $ |] 511,406 | | | $ | 603,064 | | | $ | [added: 90,037 | | | $ |] (91,658 | ) |

| [removed: TCJA non-cash] [added: Non-cash] income tax [removed: benefit] [added: benefits] | [added: (20,962 | | ) | |] — | | | | (158,782 | | ) | | [added: (20,962 | | ) | |] 158,782 | | |

| Adjusted net income | $ | [added: 580,481 | | | $ |] 511,406 | | | $ | 444,282 | | | $ | [added: 69,075 | | | $ |] 67,124 | |

| Diluted net income per share | $ | [added: 4.89 | | | $ |] 4.35 | | | $ | 5.43 | | | $ | [added: 0.54 | | | $ |] (1.08 | ) |

| Diluted EPS from [removed: TCJA] non-cash income tax [removed: benefit] [added: benefits] | [added: (0.17 | | ) | |] — | | | | (1.43 | | ) | | [added: (0.17 | | ) | |] 1.43 | | |

| Adjusted diluted net income per share | $ | [added: 4.72 | | | $ |] 4.35 | | | $ | 4.00 | | | $ | [added: 0.37 | | | $ |] 0.35 | |

During fiscal [removed: 2019,] [added: 2020,] we recorded net income of [removed: $511.4] [added: $601.4] million, or [removed: $4.35] [added: $4.89] per diluted share, compared to net income of [removed: $603.1] [added: $511.4] million, or [removed: $5.43] [added: $4.35] per diluted share in the prior year.

After adjusting for [removed: the] [added: a] nonrecurring [added: income tax] benefit recognized [removed: after implementing the TCJA in] [added: during] fiscal [removed: 2018,] [added: 2020,] we recorded adjusted net income of [removed: $444.3] [added: $580.5] million, or [removed: $4.00] [added: $4.72] per diluted share for the year ended September 30, [removed: 2018.][added: 2020.]

| | [added: 2020 | | | |] 2019 | | | | 2018 | | | | [removed: 2017] [added: 2020 vs. 2019] | | | [added: | 2018 vs. 2017 | | |]

| Distribution segment | $ | [removed: 328,814] [added: 395,664] | | | $ | [removed: 442,966] [added: 328,814] | | | $ | [removed: 268,369] [added: 442,966] | |

| Pipeline and storage segment | [removed: 182,592] [added: 205,779] | | | | [removed: 160,098] [added: 182,592] | | | | [removed: 114,342] [added: 160,098] | | |

| Net income [removed: from continuing operations] | [removed: 511,406] [added: $] | [added: 601,443] | | | [removed: 603,064] [added: $] | [added: 511,406] | | | [removed: 382,711] [added: $] | [added: 603,064] | |

The year-over-year increase in adjusted net income of [removed: $67.1] [added: $69.1] million, or [removed: 15] [added: 14] percent, largely reflects positive rate outcomes driven by safety and reliability [removed: spending,] [added: spending and] customer growth in our distribution [removed: business, positive Contribution Margin in our pipeline and storage business primarily due to positive supply and demand dynamics affecting the Permian Basin due to wider spreads and the impact of the TCJA on our effective income tax rate.][added: business.]

During the year ended September 30, [removed: 2019,] [added: 2020,] we implemented ratemaking regulatory actions which resulted in an increase in annual operating income of [removed: $116.7] [added: $160.2] million and had [removed: nine] ratemaking efforts in progress at September 30, [removed: 2019,] [added: 2020,] seeking a total increase in annual operating income of [removed: $81.2] [added: $131.9] million.

Capital expenditures for fiscal [removed: 2019] [added: 2020] increased [removed: 15] [added: 14] percent period-over-period, to [removed: $1.7] [added: $1.9] billion.

Over [removed: 80] [added: 85] percent was invested to improve the safety and reliability of our distribution and transmission systems, with a significant portion of this investment incurred under regulatory mechanisms that reduce regulatory lag to six months or less.

[removed: The] [added: A portion of the] net proceeds [removed: from these issuances, together with available cash, were] [added: was] used to repay at maturity our $450 million [removed: 8.5%] [added: 8.50%] unsecured senior [removed: notes,] [added: notes and the related settlement of our interest rate swaps for $90.1 million,] to repay [removed: short-term debt under] [added: at maturity] our [removed: commercial paper program,] [added: $125 million floating rate term loan,] to [removed: fund] [added: reduce short-term debt, to support our] capital spending and for [added: other] general corporate purposes.

[removed: Additionally, on October 2, 2019, we] [added: We] completed a public offering of $300 million of 2.625% senior notes due 2029 and $500 million of 3.375% senior notes due [removed: 2049.][added: 2049 and entered into a two year $200 million term loan.]

As a result of the continued contribution and stability of our earnings, cash flows and capital structure, our Board of Directors increased the quarterly dividend by [removed: 9.5%] [added: 8.7%] percent for fiscal [removed: 2020.][added: 2021.]

[removed: Contribution Margin] [added: Revenues] in our Texas and Mississippi service areas include franchise fees and gross receipt taxes, which are calculated as a percentage of revenue (inclusive of gas costs).

[removed: Although the cost of gas typically does not have a direct impact on our Contribution Margin,] [added: However,] higher gas costs may adversely impact our accounts receivable collections, resulting in higher bad debt [removed: expense, and may require us to increase borrowings under our credit facilities resulting in higher interest] expense.

[removed: In addition,] [added: 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.

[added: 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 [removed: 76] [added: 78] percent of our residential and commercial [removed: margins.][added: revenues.]

During fiscal [removed: 2019,] [added: 2020,] we completed [removed: 22] [added: 17] regulatory proceedings in our distribution segment, resulting in a [removed: $67.5] [added: $110.9] million increase in annual operating income.

Financial and operational highlights for our distribution segment for the fiscal years ended September 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] are presented below.

| | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2019] [added: 2020] vs. [removed: 2018] [added: 2019] | | | | [removed: 2018] [added: 2019] vs. [removed: 2017] [added: 2018] | | |

| Operating revenues | $ | [removed: 2,745,461] [added: 2,626,993] | | | $ | [removed: 3,003,047] [added: 2,745,461] | | | $ | [removed: 2,649,175] [added: 3,003,047] | | | $ | [removed: (257,586] [added: (118,468] | ) | | $ | [removed: 353,872] [added: (257,586] | [added: )] |

| Purchased gas cost | [removed: 1,268,591] [added: 1,071,227] | | | | [removed: 1,559,836] [added: 1,268,591] | | | | [removed: 1,269,456] [added: 1,559,836] | | | | [removed: (291,245] [added: (197,364] | | ) | | [removed: 290,380] [added: (291,245] | | [added: )] |

| Operating expenses(1) | [removed: 1,006,098] [added: 1,027,523] | | | | [removed: 957,544] [added: 1,006,098] | | | | [removed: 865,995] [added: 957,544] | | | | [removed: 48,554] [added: 21,425] | | | | [removed: 91,549] [added: 48,554] | | |

| Operating income | [removed: 470,772] [added: 528,243] | | | | [removed: 485,667] [added: 470,772] | | | | [removed: 513,724] [added: 485,667] | | | | [removed: (14,895] [added: 57,471] | | [removed: )] | | [removed: (28,057] [added: (14,895] | | ) |

| Other non-operating income (expense)(1) | [removed: 6,241] [added: (1,265] | | [added: )] | | [removed: (6,649] [added: 6,241] | | [removed: )] | | [removed: (9,777] [added: (6,649] | | ) | | [removed: 12,890] [added: (7,506] | | [added: )] | | [removed: 3,128] [added: 12,890] | | |

| Interest charges | [removed: 60,031] [added: 39,634] | | | | [removed: 65,850] [added: 60,031] | | | | [removed: 79,789] [added: 65,850] | | | | [removed: (5,819] [added: (20,397] | | ) | | [removed: (13,939] [added: (5,819] | | ) |

| Income before income taxes | [removed: 416,982] [added: 487,344] | | | | [removed: 413,168] [added: 416,982] | | | | [removed: 424,158] [added: 413,168] | | | | [removed: 3,814] [added: 70,362] | | | | [removed: (10,990] [added: 3,814] | | [removed: )] |

As described further in Note 13 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.

We continue to execute our strategy well while managing the ongoing impacts of the Coronavirus Disease 2019 (COVID-19) pandemic.

Approximately 95 percent of our employees continue to work remotely as we provide essential services to ensure the safety and functionality of our critical infrastructure while taking precautions to provide a safe work environment for employees and customers.

We did not experience a material change in year-over-year residential revenue in our distribution segment due to COVID-19; however, we did experience a 10

percent year-over-year decline in nonresidential revenue, including service and other revenues, primarily during the third and fourth fiscal quarter.

The decline is partially offset by a reduction in certain operating and maintenance expenses.

As of the date of this report, we have received approval to implement $106.6 million of this amount in the first quarter of fiscal 2021.

As of September 30, 2020, our equity capitalization was 60 percent and we had approximately $2.6 billion in total liquidity, including cash and cash equivalents and funds available through equity forward sales agreements.

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.

Additionally, higher gas costs may require us to increase borrowings under our credit facilities, resulting in higher interest expense.

Operating income for our distribution segment increased 12 percent, which primarily reflects:

| • | a $11.7 million decrease in operating expense in response to COVID-19: |

| ◦ | $8.1 million associated with travel and entertainment and training. |

| ◦ | $3.6 million associated with lower overtime/standby costs and benefit costs. |

Partially offset by:

| • | a $18.4 million decrease attributable to COVID-19: |

| ◦ | $5.9 million decrease in net consumption and transportation during the third and fourth fiscal quarter, primarily due to a 13 percent decrease in commercial volumes. |

| ◦ | $6.3 million decrease in service order revenues primarily during the third and fourth quarter due to the cessation of collection activities during the third and fourth quarters. |

| ◦ | $6.2 million increase in bad debt expense primarily due to the cessation of collection activities during the third and fourth quarters. |

| • | a $4.5 million increase in information technology spending to support the modernization of our systems. |

The year-over-year change in other non-operating expense and interest charges of $12.9 million primarily reflects increased capitalized interest and AFUDC primarily due to increased capitalized spending, partially offset by an increase in interest expense due to the issuance of long-term debt during fiscal 2020, an increase in community support spending and an increase in pension and other postretirement non-service costs.

| | 2020 | | | | 2019 | | | | 2018 | | | | 2020 vs. 2019 | | | | 2019 vs. 2018 | | |

| | 2020 | | | | 2019 | | | | 2018 | | | | 2020 vs. 2019 | | | | 2019 vs. 2018 | | |

| Mid-Tex / Affiliate transportation revenue | $ | 474,077 | | | $ | 428,586 | | | $ | 384,500 | | | $ | 45,491 | | | $ | 44,086 | |

| Third-party transportation revenue | 127,444 | | | | 129,930 | | | | 115,207 | | | | (2,486 | | ) | | 14,723 | | |

| Other revenue | 7,818 | | | | 8,508 | | | | 8,006 | | | | (690 | | ) | | 502 | | |

Fiscal year ended September 30, 2020 compared with fiscal year ended September 30, 2019

Partially offset by:

| • | a $13.6 million net decrease primarily associated with the tightening of regional spreads driven by a reduction in associated Permian Basin gas production. |

| • | a $12.5 million increase in depreciation expense associated with increased capital investments. |

The year-over-year change in other non-operating income and interest charges of $5.6 million reflects increased 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 2020.

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, which expires February 11, 2023.

Additionally, as of September 30, 2020, we have $345.2 million in proceeds from previously executed forward sale agreements that must be settled during fiscal 2021.

| (1) | Inclusive of our finance leases as of September 30, 2020. |

The year-over-year increase in operating cash flows reflects positive cash effects of rate case outcomes achieved in fiscal 2019 and working capital changes, primarily as a result of the timing of gas cost recoveries under our purchase gas cost mechanisms.

Capital spending increased by $242.2 million, or 14 percent, as a result of planned increases to modernize our system.

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 received net proceeds from these offerings, after the underwriting discount and offering expenses, of $791.7 million.

Additionally, during the fiscal year ended September 30, 2020, we settled 6,101,916 shares that had been sold on a forward basis for net proceeds of approximately $624 million.

Our operations are affected by the cost of natural gas, which is passed through to our customers without markup and includes commodity price, transportation, storage, injection and withdrawal fees and settlements of financial instruments used to mitigate commodity price risk.

These costs are reflected in the consolidated statements of comprehensive income as purchased gas cost.

Therefore, increases in the cost of gas are offset by a corresponding increase in revenues.

Accordingly, we believe Contribution Margin, a non-GAAP financial measure, defined as operating revenues less purchased gas cost, is a more useful and relevant measure to analyze our financial performance than operating revenues.

As such, the following discussion and analysis of our financial performance will reference Contribution Margin rather than operating revenues and purchased gas cost individually.

Further, the term Contribution Margin is not intended to represent operating income, the most comparable GAAP financial measure, as an indicator of operating performance and is not necessarily comparable to similarly titled measures reported by other companies.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Net income from discontinued operations | — | | | | — | | | | 13,710 | | |

| Net income | $ | 511,406 | | | $ | 603,064 | | | $ | 396,421 | |

We funded a portion of our current-year capital expenditures program through operating cash flows of $968.8 million.

Additionally, we completed over $2 billion in external financing during the year ended September 30, 2019 with the issuance of $1.1 billion in 30-year senior notes and over $1.0 billion of common stock, of which approximately $470 million was allocated to forward sale agreements which have not yet been settled.

We received net proceeds from the offering, after underwriting discount and estimated offering expenses of approximately $791.6 million, that were used for general corporate purposes, including the repayment of working capital borrowings pursuant to our commercial paper program.

The effective interest rate of these notes is 2.72% and 3.42% after giving effect to the offering costs.

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.

Although changes in revenue related taxes arising from changes in gas costs affect Contribution Margin, over time the impact is offset within operating income.

Currently, gas cost risk has been mitigated by rate design that allows us to collect

| Contribution Margin | 1,476,870 | | | | 1,443,211 | | | | 1,379,719 | | | | 33,659 | | | | 63,492 | | |

Income before income taxes for our distribution segment increased slightly, primarily due to a $33.7 million increase in Contribution Margin and a combined $18.7 million decrease in other non-operating expense and interest charges, partially offset by a $48.6 million increase in operating expenses.

The year-to-date increase in Contribution Margin primarily reflects:

| • | a $9.6 million decrease in revenue-related taxes primarily in our Mid-Tex Division, offset by a corresponding $9.8 million decrease in the related tax expense. |

| • | a $2.3 million decrease in residential and commercial net consumption. |

Operating expenses, which include operating and maintenance expense, provision for doubtful accounts, depreciation and amortization expense and taxes, other than income, increased $48.6 million primarily due to:

| • | a $20.7 million increase in pipeline maintenance and related activities. |

| • | a $13.7 million increase in employee and training costs as we have increased service-related headcount to support operations in our fastest growing service territories. |

| • | a $3.5 million increase in software maintenance fees. |

| • | a $24.3 million decrease in nonrecurring expenses related to the planned outage of our natural gas distribution system in Northwest Dallas in March 2018. |

The year-over-year decrease in other non-operating expense and interest charges of $18.7 million is primarily due to increased capitalized interest and AFUDC, as well as decreases due to the adoption of new accounting standards.

As discussed further in Note 2, we are now required to recognize changes in the fair value of our equity securities formerly designated as available-for-sale on our consolidated statements of comprehensive income and the components of net periodic cost other than the service cost component are included in other non-operating expense in the consolidated statements of comprehensive income.

These decreases are partially offset by an increase in interest expense due to the issuance of long-term debt during fiscal 2019.

The decrease in income tax expense reflects a reduction in our effective tax rate from 26.1% to 21.1%, as a result of the TCJA.

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, extending into or near the major producing areas of the Barnett Shale, the Texas Gulf Coast and the Permian Basin of West Texas.

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 Louisiana 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 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.

| Mid-Tex / Affiliate transportation revenue | $ | 369,743 | | | $ | 354,885 | | | $ | 338,850 | | | $ | 14,858 | | | $ | 16,035 | |

| Third-party transportation revenue | 183,014 | | | | 140,231 | | | | 100,100 | | | | 42,783 | | | | 40,131 | | |

| Other revenue | 14,267 | | | | 12,597 | | | | 18,080 | | | | 1,670 | | | | (5,483 | | ) |

Had interest rates associated with our short-term borrowings increased by an average of one percent, our interest expense would not have [removed: been] materially increased during [removed: 2019.][added: 2020.]

Atmos Energy Corporation, headquartered in Dallas, Texas, and incorporated in Texas and Virginia, is [removed: one of] the country’s largest natural-gas-only [removed: distributors] [added: distributor] based on number of customers.

We [added: safely] deliver [removed: safe, clean,] reliable, [removed: efficient, affordable] [added: affordable, 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.

Since that time, our capital expenditures have increased approximately [removed: 14%] [added: 14 percent] annually.

As of September 30, [removed: 2019,] [added: 2020,] we manage and review our consolidated operations through the following reportable [removed: segments, which are discussed in further detail below.][added: segments:]

| Mid-Tex | | Texas, including the Dallas/Fort Worth Metroplex | | 550 | | [removed: 1,722,424] [added: 1,751,898] |

| Kentucky/Mid-States | | Kentucky | | 230 | | [removed: 183,450] [added: 182,639] |

| West Texas | | Amarillo, Lubbock, Midland | | 80 | | [removed: 316,844] [added: 320,085] |

| Colorado-Kansas | | Colorado | | 170 | | [removed: 121,883] [added: 123,423] |

At September 30, [removed: 2019,] [added: 2020,] we held [removed: 1,017] [added: 1,023] franchises having terms generally ranging from five to 35 years.

Therefore, although substantially all of our distribution operating revenues fluctuate with the cost of gas that we purchase, distribution [removed: Contribution Margin] [added: operating income] is generally not affected by fluctuations in the cost of gas.

Major suppliers during fiscal [removed: 2019] [added: 2020] were Castleton Commodities Merchant Trading L.P., CenterPoint Energy Services, Inc., [removed: Concord Energy LLC,] ConocoPhillips Company, Devon Gas Services, L.P., [added: EnLink Gas Marketing LP,] Hartree Partners, L.P., [added: Symmetry Energy Solutions, LLC,] Targa Gas Marketing LLC, [removed: Tenaska Marketing Ventures & Gas Storage, LLC,] Texla Energy Management, Inc. and [removed: United Energy Trading,] [added: Twin Eagle Resources Management,] LLC.

The peak-day demand for our distribution operations in fiscal [removed: 2019] [added: 2020] was on [removed: March 4,] [added: November 12,] 2019, when sales to customers reached approximately [removed: 3.3] [added: 2.7] Bcf.

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, extending into or near the major producing areas [removed: of the Barnett Shale, the Texas Gulf Coast and the Permian Basin of West Texas.]

| • | Infrastructure programs in place in [removed: the majority] [added: all] of our states that provide for an annual adjustment to rates for qualifying 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. |

| • | WNA mechanisms in seven states that serve to minimize the effects of weather on approximately 97 percent of our distribution [removed: Contribution Margin.] [added: residential and commercial revenues.] |

The following table provides a jurisdictional rate summary for our regulated operations as of September 30, [removed: 2019.][added: 2020.]

| Atmos Pipeline — Texas | | Texas | | [removed: 05/07/2019] [added: 05/20/2020] | | [removed: $2,387,764] [added: $2,698,343] | | 8.87% | | 47/53 | 11.50% |

| | | Colorado SSIR | | [removed: 01/01/2019] [added: 01/01/2020] | | [removed: 40,009] [added: 56,507] | | 7.55% | | 44/56 | 9.45% |

| | | Kansas GSRS | | 05/01/2019 | | 26,322 | | [removed: (3)] [added: (4)] | | [removed: (3)] [added: (4)] | [removed: (3)] [added: (4)] |

| | | Mid-Tex - ATM Cities | | [removed: 09/26/2019] [added: 06/01/2020] | | [removed: 2,975,975(2)] [added: 3,654,981(5)] | | 7.97% | | 40/60 | 9.80% |

| | | Mid-Tex - Environs | | [removed: 06/04/2019] [added: 05/20/2020] | | [removed: 2,975,978(2)] [added: 3,654,985(5)] | | 7.97% | | 40/60 | 9.80% |

| | | West Texas - ALDC | | [removed: 05/01/2019] [added: 04/28/2020] | | [removed: 594,539(10)] [added: 671,738(9)] | | 8.57% | | 48/52 | 10.50% |

| | | West Texas - Environs | | [removed: 06/04/2019] [added: 06/16/2020] | | [removed: 592,919(10)] [added: 667,994(9)] | | 7.97% | | 40/60 | 9.80% |

| Division | | Jurisdiction | | Bad Debt [removed: Rider(5)] [added: Rider(2)] | | Formula Rate | | Infrastructure Mechanism | Performance Based Rate [removed: Program(6)] [added: Program(3)] | | WNA Period |

| | | Tennessee | | Yes | | Yes | | [removed: No] [added: Yes] | Yes | | October-April |

| Louisiana | | [removed: Trans La] [added: Louisiana] | | No | | Yes | | Yes | No | | December-March |

| (1) | The rate base, authorized rate of return, authorized debt/equity ratio and authorized return on equity presented in this table are those from the most recent regulatory filing for each jurisdiction. These rate bases, rates of return, debt/equity [removed: ratio] [added: ratios] and returns on equity are not necessarily indicative of current or future rate bases, rates of return or returns on equity. |

| [removed: (2)] [added: (5)] | The Mid-Tex rate base represents a “system-wide,” or 100 percent, of the Mid-Tex Division’s rate base. |

| [removed: (3)] [added: (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. |

| [removed: (4)] [added: (8)] | The West Texas Cities includes all West Texas Division cities except Amarillo, Channing, Dalhart and Lubbock (ALDC). |

| [removed: (5)] [added: (2)] | The bad debt rider allows us to recover from ratepayers the gas cost portion of bad debts. |

| [removed: (6)] [added: (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. |

| (7) | The Mississippi Public Service Commission approved a settlement at its meeting on October [removed: 24, 2019,] [added: 6, 2020,] which included a rate base of [removed: $634.4] [added: $721.6] million and an authorized return of 7.81%. New rates were implemented November 1, [removed: 2019.] [added: 2020.] |

| [removed: (8)] [added: (6)] | The Mid-Tex Cities approved the Formula Rate Mechanism filing with rates effective [removed: October] [added: December] 1, [removed: 2019,] [added: 2020,] which included a rate base of [removed: $3,052.6] [added: $3,726.3] million, an authorized return of [removed: 7.83%,] [added: 7.53%,] a debt/equity ratio of 42/58 and an authorized ROE of 9.80%. |

| [removed: (9)] [added: (10)] | The West Texas Cities approved the Formula Rate Mechanism filing with rates effective [removed: October] [added: December] 1, [removed: 2019,] [added: 2020,] which included a rate base of [removed: $591.5] [added: $660.9] million, an authorized return of [removed: 7.83%,] [added: 7.53%,] a debt/equity ratio of 42/58 and an authorized ROE of 9.80%. |

| [removed: (10)] [added: (9)] | The West Texas rate base represents a "system-wide," or 100 percent, of the West Texas Division's rate base. |

The amounts described in the following sections represent the [added: 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 [removed: our] [added: the annualized] ratemaking outcomes [removed: for] [added: we implemented in each of] the last three fiscal years.

| Rate Action | | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | |

| Annual formula rate mechanisms | | $ | [removed: 114,810] [added: 160,857] | | | $ | [removed: 92,472] [added: 114,810] | | | $ | [removed: 90,427] [added: 92,472] | |

This operating strategy also allows us to reduce methane emissions from our system.

| | | Tennessee | | | | 156,820 |

| | | Virginia | | | | 24,493 |

| Louisiana | | Louisiana | | 270 | | 368,332 |

| Mississippi | | Mississippi | | 110 | | 267,482 |

| | | Kansas | | | | 138,009 |

of the Barnett Shale, the Texas Gulf Coast and the Permian Basin of West Texas.

| | | Kansas | | 04/01/2020 | | 242,314 | | 7.03% | | 44/56 | 9.10% |

| | | Kentucky-PRP | | 10/01/2019 | | 27,315 | | 7.49% | | 42/58 | 9.65% |

| | | Virginia-SAVE | | 10/01/2019 | | 684 | | 7.43% | | 42/58 | 9.20% |

| Louisiana | | Louisiana | | 07/01/2020 | | 747,021 | | 7.57% | | 42/58 | 9.80% |

| Mid-Tex | | Mid-Tex Cities(6) | | 10/01/2019 | | 3,052,562(5) | | 7.83% | | 42/58 | 9.80% |

| | | Dallas | | 09/01/2020 | | 3,510,508(5) | | 7.83% | | 40/60 | 9.80% |

| Mississippi | | Mississippi(7) | | 11/01/2019 | | 448,533 | | 7.81% | | (4) | (4) |

| | | Mississippi - SIR(7) | | 11/01/2019 | | 185,844 | | 7.81% | | (4) | (4) |

| West Texas | | West Texas Cities(8) (10) | | 10/01/2019 | | 591,513(9) | | 7.83% | | 42/58 | 9.80% |

| | | | | | | $ | 131,887 | |

| (2) | On September 30, 2020, the Kentucky Public Service Commission approved a rate increase of $1.6 million effective October 1, 2020. |

| *2020 Filings:* | | | | | | | | | | |

| Mid-Tex | | DARR | | 09/2019 | | $ | 14,746 | | | 09/01/2020 |

| Louisiana | | Louisiana (1) | | 12/2019 | | 14,781 | | | | 07/01/2020 |

| West Texas | | Environs (2) | | 12/2019 | | 1,031 | | | | 06/16/2020 |

| Mid-Tex | | ATM Cities (2) | | 12/2019 | | 11,148 | | | | 06/12/2020 |

| Mid-Tex | | Environs (2) | | 12/2019 | | 4,440 | | | | 05/20/2020 |

| Atmos Pipeline - Texas | | Texas | | 12/2019 | | 49,251 | | | | 05/20/2020 |

| West Texas | | Amarillo, Lubbock, Dalhart and Channing (2) | | 12/2019 | | 5,937 | | | | 04/28/2020 |

| Mississippi | | Mississippi - SIR | | 10/2020 | | 7,586 | | | | 11/01/2019 |

| Mississippi | | Mississippi - SRF | | 10/2020 | | 6,886 | | | | 11/01/2019 |

| Total 2020 Filings | | | | | | $ | 160,857 | | | |

| (1) | Beginning in fiscal 2020, our Trans La and LGS filings were combined into one filing, per Commission order. These rates were implemented on July 1, 2020 subject to refund. |

| (2) | 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. |

| West Texas (Triangle) | | Texas | | $ | (808 | ) | | 04/21/2020 |

| Colorado-Kansas | | Kansas | | (249 | | ) | | 04/01/2020 |

The PHMSA

The Corporate Responsibility, Sustainability, and Safety Committee of the Board of Directors oversees matters relating to equality, 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, 2020, we had 4,694 employees, substantially unchanged from last year.

We monitor our workforce data on a calendar year basis.

Our ability to increase capital spending annually to modernize our system has increased our rate base, which has resulted in rising earnings per share and shareholder value.

Prior to disposition, the natural gas marketing segment, which was comprised of our natural gas marketing business, was also a reportable segment.

| | | Tennessee | | | | 154,004 |

| | | Virginia | | | | 24,536 |

| Louisiana | | Louisiana | | 270 | | 365,320 |

| Mississippi | | Mississippi | | 110 | | 266,727 |

| | | Kansas | | | | 136,647 |

Natural Gas Marketing Segment Overview

Through December 31, 2016, we were engaged in a nonregulated natural gas marketing business, which was conducted by Atmos Energy Marketing (AEM).

AEM’s primary business was to aggregate and purchase gas supply, arrange transportation and storage logistics and ultimately deliver gas to customers at competitive prices.

Additionally, AEM utilized proprietary and customer-owned transportation and storage assets to provide various services to its customers as requested.

As more fully described in Note 16, effective January 1, 2017, we sold all of the equity interests of AEM to CenterPoint Energy Services, Inc. (CES), a subsidiary of CenterPoint Energy Inc. As a result of the sale, Atmos Energy fully exited the nonregulated natural gas marketing business.

Accordingly, these operations have been reported as discontinued operations.

| | | Kansas | | 03/17/2016 | | 200,564 | | (3) | | (3) | (3) |

| Louisiana | | Trans La | | 04/01/2019 | | 192,586 | | 7.81% | | 41/59 | 9.80% |

| | | LGS | | 07/01/2019 | | 468,958 | | 7.79% | | 42/58 | 9.80% |

| Mid-Tex | | Mid-Tex Cities(8) | | 10/01/2018 | | 2,587,261(2) | | 7.87% | | 42/58 | 9.80% |

| | | Dallas(11) | | 06/01/2019 | | 2,861,599(2) | | 7.96% | | 40/60 | 9.80% |

| Mississippi | | Mississippi(7) | | 11/01/2018 | | 415,627 | | 7.81% | | 45/55 | 10.24% |

| | | Mississippi - SIR(7) | | 11/01/2018 | | 126,049 | | 7.81% | | 45/55 | 10.24% |

| West Texas | | West Texas Cities(4) (9) | | 10/01/2018 | | 503,332(10) | | 7.87% | | 42/58 | 9.80% |

| | | LGS | | No | | Yes | | Yes | No | | December-March |

| (11) | The Company and the City of Dallas have arrived at a settlement. This settlement has not yet been approved by the Railroad Commission of Texas (RRC). The DARR rates were implemented subject to refund on June 1, 2019. |

The ratemaking outcomes for fiscal 2019 and 2018 include the effect of tax reform legislation enacted effective January 1, 2018 and do not reflect the true economic benefit of the outcomes because they do not include the corresponding income tax benefit we will receive due to the decrease in our statutory tax rate.

| Colorado-Kansas | | Rate Case | | Kansas | | $ | 3,697 | |

| Kentucky/Mid-States | | Formula Rate Mechanism | | Tennessee | | 726 | | |

| West Texas | | Rate Case | | West Texas Triangle | | (242 | | ) |

| | | | | | | $ | 81,154 | |

| (1) | On September 24, 2019, the Kentucky Public Service Commission approved this filing with rates to be implemented beginning October 1, 2019. |

| *2017 Filings:* | | | | | | | | | | |

| Louisiana | | LGS | | 12/2016 | | $ | 6,237 | | | 07/01/2017 |

| Mid-Tex | | Mid-Tex DARR | | 09/2016 | | 9,672 | | | | 06/01/2017 |

| Mid-Tex | | Environs | | 12/2016 | | 1,568 | | | | 05/23/2017 |

| West Texas | | Environs | | 12/2016 | | 872 | | | | 05/23/2017 |

| Louisiana | | Trans La | | 09/2016 | | 4,392 | | | | 04/01/2017 |

| Colorado-Kansas | | Kansas | | 09/2016 | | 801 | | | | 02/09/2017 |

| Mississippi | | Mississippi - SRF | | 10/2017 | | 4,390 | | | | 02/01/2017 |

| Mississippi | | Mississippi - SIR | | 10/2017 | | 3,334 | | | | 01/01/2017 |

| Mississippi | | Mississippi - SGR | | 10/2017 | | 1,292 | | | | 01/01/2017 |

| Total 2017 Filings | | | | | | $ | 90,427 | | | |

For the fiscal year ended September 30, [removed: 2019][added: 2020]

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, [removed: 2019,] [added: 2020,] was [removed: $11,826,627,172.][added: $11,938,304,144.]

As of November [removed: 7, 2019,] [added: 6, 2020,] the registrant had [removed: 119,343,545] [added: 125,889,456] shares of common stock outstanding.

Portions of the registrant’s Definitive Proxy Statement to be filed for the Annual Meeting of Shareholders on February [removed: 5, 2020] [added: 3, 2021] are incorporated by reference into Part III of this report.

| [Glossary of Key [removed: Terms](#s4C883CAC65005AE197322EC9E9748677)] [added: Terms](#s68A7E5474EDD53D0A29C1A80D30AB823)] | | [removed: [3](#s4C883CAC65005AE197322EC9E9748677)] [added: [3](#s68A7E5474EDD53D0A29C1A80D30AB823)] |

| Item 1. | [removed: [Business](#s2B408C80D451523EB63A2E18F012658B)] [added: [Business](#sBC2ABCEA73FD5486BA337D43F29F25AE)] | [removed: [4](#s2B408C80D451523EB63A2E18F012658B)] [added: [4](#sBC2ABCEA73FD5486BA337D43F29F25AE)] |

| Item 1A. | [Risk [removed: Factors](#sBF561109E1DC5D0A9EEFFDCCA09A58ED)] [added: Factors](#sD4C13C1B3EEB5F9190535ED5E51DAC82)] | [removed: [13](#sBF561109E1DC5D0A9EEFFDCCA09A58ED)] [added: [13](#sD4C13C1B3EEB5F9190535ED5E51DAC82)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#s0D7CCD8B8FE55DF58653E3CE04F5A3A3)] [added: Comments](#sB02E62D577FE56308C20F399C8E4F6A9)] | [removed: [18](#s0D7CCD8B8FE55DF58653E3CE04F5A3A3)] [added: [19](#sB02E62D577FE56308C20F399C8E4F6A9)] |

| Item 2. | [removed: [Properties](#s341852929F8C530F9F56E500AEF0A70F)] [added: [Properties](#s58FB28FC5EBF5714A0BFC14AD874DD67)] | [removed: [18](#s341852929F8C530F9F56E500AEF0A70F)] [added: [19](#s58FB28FC5EBF5714A0BFC14AD874DD67)] |

| Item 3. | [Legal [removed: Proceedings](#s2065CFE4C92D5F1FB534054DC387E9D0)] [added: Proceedings](#s8880BAC386F9553E8F6087E0A76371CC)] | [removed: [19](#s2065CFE4C92D5F1FB534054DC387E9D0)] [added: [20](#s8880BAC386F9553E8F6087E0A76371CC)] |

| Item 4. | Mine Safety Disclosures | [removed: [19](#sB4EDA995DA9D54098E5B593EB7C8834D)] [added: [20](#s835CD99BE8D752DAAAFBA2F052DEBF67)] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s786AA9108D35579D9BA8EAFB25CD53EE)] [added: Securities](#sEF77355624DB5473BAEABFF1FFCBE86C)] | [removed: [19](#s786AA9108D35579D9BA8EAFB25CD53EE)] [added: [20](#sEF77355624DB5473BAEABFF1FFCBE86C)] |

| Item 6. | [Selected Financial [removed: Data](#sB8822FB2B4025478BBAED6D21FA1D30C)] [added: Data](#s5229267E70725ED387FA4091596BC2BA)] | [removed: [21](#sB8822FB2B4025478BBAED6D21FA1D30C)] [added: [22](#s5229267E70725ED387FA4091596BC2BA)] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s49AF3BE97F095719AABA8BC5F51C5DC4)] [added: Operations](#s73D0855ECD8458D08F2F2217763DDADD)] | [removed: [22](#sD811A7FB917D54409E2C222E86581114)] [added: [23](#sF1E86D9812F9560EBC14617E02D1844A)] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s7B6F4EE834395F8EB3553D95E00FC46A)] [added: Risk](#s20F95B4C3B6D5C54845579FE6885A772)] | [removed: [34](#s7B6F4EE834395F8EB3553D95E00FC46A)] [added: [34](#s20F95B4C3B6D5C54845579FE6885A772)] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#s68AD20B32BA25B41B78111EFD7C5201F)] [added: Data](#sFB0DA4C3C29C5C59B2B09678D8D90297)] | [removed: [36](#s68AD20B32BA25B41B78111EFD7C5201F)] [added: [36](#sFB0DA4C3C29C5C59B2B09678D8D90297)] |

| Item 9. | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#s5745B3A5AC1058F08D456439DD53E0B0)] [added: Disclosure](#s033E99B4F0B55B729ACD8201D13E0D97)] | [removed: [86](#s5745B3A5AC1058F08D456439DD53E0B0)] [added: [84](#s033E99B4F0B55B729ACD8201D13E0D97)] |

| Item 9A. | [Controls and [removed: Procedures](#sD828766BF42550D4B701A5F10C549C8C)] [added: Procedures](#sC7892CCCC9E15E7B9230AF39764E21DD)] | [removed: [86](#sD828766BF42550D4B701A5F10C549C8C)] [added: [84](#sC7892CCCC9E15E7B9230AF39764E21DD)] |

| Item 9B. | [Other [removed: Information](#s5D5DCB96866D5AFA91125E9BF0C1C827)] [added: Information](#sE7727D52054F5843BF4A0F4E2EE2284F)] | [removed: [88](#s5D5DCB96866D5AFA91125E9BF0C1C827)] [added: [86](#sE7727D52054F5843BF4A0F4E2EE2284F)] |

| Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#s88C7BCFFD2A554428F0D864B2AB9A858)] [added: Governance](#s82567F0EB58F5AA8B35E6B3EB99671CC)] | [removed: [88](#s88C7BCFFD2A554428F0D864B2AB9A858)] [added: [86](#s82567F0EB58F5AA8B35E6B3EB99671CC)] |

| Item 11. | [Executive [removed: Compensation](#s917718539A3B57128086143910640823)] [added: Compensation](#sBE968D2E23925396B4E717D7546CD0FF)] | [removed: [89](#s917718539A3B57128086143910640823)] [added: [87](#sBE968D2E23925396B4E717D7546CD0FF)] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s2175A1E1F2C7528FBDC6A65BB8D5D6D4)] [added: Matters](#s3A7FC308F8B15DF1AF245D3564DDEAB2)] | [removed: [89](#s2175A1E1F2C7528FBDC6A65BB8D5D6D4)] [added: [87](#s3A7FC308F8B15DF1AF245D3564DDEAB2)] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s5423778A4D8A57E3926C7BD244B5C7B0)] [added: Independence](#s4E3C3BC9400E53F48F6C5A51C952638B)] | [removed: [89](#s5423778A4D8A57E3926C7BD244B5C7B0)] [added: [87](#s4E3C3BC9400E53F48F6C5A51C952638B)] |

| Item 14. | [Principal Accountant Fees and [removed: Services](#s34502C72F43351199BBE4C5251C90D7F)] [added: Services](#sD04386731D695617B159AD98BE3B5790)] | [removed: [89](#s34502C72F43351199BBE4C5251C90D7F)] [added: [87](#sD04386731D695617B159AD98BE3B5790)] |

| Item 15. | [Exhibits and Financial Statement [removed: Schedules](#s553225A5AB735C13A92ADB3C628A61FC)] [added: Schedules](#s27835D7AB74751909788C1EF8A0DD153)] | [removed: [90](#s3380858B30ED528CAC0816EBDD095809)] [added: [87](#sAB78E052ADF258DA9A3D80A983A2D0B9)] |

| Item 16. | [Form 10-K [removed: Summary](#se7210ead9a7b4d74944d9d6ab0d7ff33)] [added: Summary](#s0BE8745268505746B2A3EBD9EABCD767)] | [removed: [93](#se7210ead9a7b4d74944d9d6ab0d7ff33)] [added: [91](#s0BE8745268505746B2A3EBD9EABCD767)] |

| Mid-Tex ATM Cities | Represents a coalition of 47 incorporated cities or approximately [removed: 8] [added: 10] percent of the Mid-Tex Division's customers. |

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.

| LIBOR | London Interbank Offered Rate |

| NTSB | National Transportation Safety Board |

| AEC | Atmos Energy Corporation |

| AEH | Atmos Energy Holdings, Inc. |

| AEM | Atmos Energy Marketing, LLC |

| Contribution Margin | Non-GAAP measure defined as operating revenues less purchased gas cost |

| NYMEX | New York Mercantile Exchange, Inc. |

At September 30, [removed: 2019,] [added: 2020,] in our distribution segment, we owned an aggregate of [removed: 70,875] [added: 71,558] miles of underground distribution and transmission mains throughout our distribution systems.

Through our pipeline and storage segment we [added: also] owned [removed: 5,669] [added: 5,684] miles of gas transmission [removed: lines as well.][added: lines.]

The following table summarizes certain information regarding our underground gas storage facilities at September 30, [removed: 2019:][added: 2020:]

The following table summarizes our contracted storage capacity at September 30, [removed: 2019:][added: 2020:]

| | | Kentucky/Mid-States Division | | 8,175,103 | | | [removed: 226,739] [added: 226,320] | |

| | | Louisiana Division | | [removed: 2,514,875] [added: 2,594,875] | | | [removed: 173,765] [added: 177,765] | |

| Total Contracted Storage Capacity | | | | [removed: 32,633,242] [added: 32,713,242] | | | [removed: 1,086,733] [added: 1,090,314] | |

| *Total* | | | | 31,713,242 | | | 1,042,814 | |

| *Total* | | | | 31,633,242 | | | 1,039,233 | |

Offices

Our administrative offices and corporate headquarters are consolidated in a leased facility in Dallas, Texas.

We also maintain field offices throughout our service territory, some of which are located in leased facilities.

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 [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] are listed below.

| | | Fiscal [removed: 2019] [added: 2020] | | | | Fiscal [removed: 2018] [added: 2019] | | |

| December 31 | | $ | [removed: 0.525] [added: 0.575] | | | $ | [removed: 0.485] [added: 0.525] | |

| March 31 | | [removed: 0.525] [added: 0.575] | | | | [removed: 0.485] [added: 0.525] | | |

| June 30 | | [removed: 0.525] [added: 0.575] | | | | [removed: 0.485] [added: 0.525] | | |

| September 30 | | [removed: 0.525] [added: 0.575] | | | | [removed: 0.485] [added: 0.525] | | |

As of October 31, [removed: 2019,] [added: 2020,] there were [removed: 11,806] [added: 11,199] holders of record of our common stock.

Future payments of dividends, and the amounts of these dividends, will depend on our [added: financial condition, results of operations, capital requirements and other factors.]

We sold no securities during fiscal [removed: 2019] [added: 2020] that were not registered under the Securities Act of 1933, as amended.

The performance graph and table below compares the yearly percentage change in our total return to shareholders for the last five fiscal years with the total return of the S&P 500 Stock Index (S&P [removed: 500)] [added: 500), the total return of the S&P 500 Utilities Industry Index] and the cumulative total return of [removed: a] [added: the] customized peer company [removed: group,] [added: group described in Part II, Item 5 of our Annual Report on Form 10-K for fiscal 2019, referred to herein as] the [added: Old] Comparison Company Index.

The [added: Old] Comparison Company Index is comprised of natural gas distribution companies with similar revenues, market capitalizations and asset bases to that of the Company.

The graph and table below assume that $100.00 was invested on September 30, [removed: 2014] [added: 2015] in our common stock, the S&P [added: 500, the S&P] 500 [added: Utilities Industry Index] and in the common stock of the companies in the [added: Old] Comparison Company [removed: Indices,] [added: Index,] as well as a reinvestment of dividends paid on such investments throughout the period.

among Atmos Energy Corporation, S&P 500 [removed: Index][added: Index,]

[removed: and] [added: S&P 500 Utilities Industry Index and Old] Comparison Company Index

[removed: ][added: ]

| | [removed: 9/30/2014 | | |] 9/30/2015 | | | 9/30/2016 | | | 9/30/2017 | | | 9/30/2018 | | | 9/30/2019 | | [added: | 9/30/2020 | |]

The following table sets forth the number of securities authorized for issuance under our equity compensation plans at September 30, [removed: 2019.][added: 2020.]

| | Number of securities to be issued upon exercise of outstanding options, [removed: restricted stock units, warrants] [added: warrants] and rights | | | Weighted-average exercise price of outstanding options, warrants and rights | | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |

| Total equity compensation plans approved by security holders | [removed: 1,004,158] [added: 952,586] | | | — | | | | [removed: 1,489,985] [added: 1,288,782] | |

| (1) | Comprised of a total of [removed: 384,056] [added: 355,481] time-lapse restricted stock units, [removed: 343,467] [added: 361,039] director share units and [removed: 276,635] [added: 236,066] performance-based restricted stock units at the target level of performance granted under our 1998 Long-Term Incentive Plan. |

| | | $ | 2.30 | | | $ | 2.10 | |

| Atmos Energy Corporation | 100.00 | | | 131.10 | | | 151.00 | | | 172.94 | | | 214.09 | | | 183.63 | |

| S&P 500 Stock Index | 100.00 | | | 115.43 | | | 136.91 | | | 161.43 | | | 168.30 | | | 193.80 | |

| S&P 500 Utilities Stock Index | 100.00 | | | 117.37 | | | 131.49 | | | 135.34 | | | 172.02 | | | 163.47 | |

| Old Comparison Company Index(1) | 100.00 | | | 123.44 | | | 143.69 | | | 152.10 | | | 198.43 | | | 188.11 | |

| (1) | The Old Comparison Company Index reflects the cumulative total return of the group of utility companies described in Part II, Item 5 of our Annual Report on Form 10-K for fiscal 2019, except that Vectren Corporation has since been acquired, and as a result, its cumulative total return is not included in the graph. |

| 1998 Long-Term Incentive Plan | 952,586 | | (1) | $ | — | | | 1,288,782 | |

| Total | 952,586 | | | $ | — | | | 1,288,782 | |

| | | $ | 2.10 | | | $ | 1.94 | |

financial condition, results of operations, capital requirements and other factors.

| Atmos Energy Corporation | 100.00 | | | 125.54 | | | 164.58 | | | 189.56 | | | 217.10 | | | 268.76 | |

| S&P 500 Stock Index | 100.00 | | | 99.39 | | | 114.72 | | | 136.07 | | | 160.44 | | | 167.27 | |

| Comparison Company Index | 100.00 | | | 110.80 | | | 136.77 | | | 159.21 | | | 168.54 | | | 219.86 | |

The Comparison Company Index reflects the cumulative total return of companies in our peer group, which is comprised of a hybrid group of utility companies, primarily natural gas distribution companies, recommended by our independent executive compensation consulting firm and approved by the Board of Directors.

The companies in the index are Alliant Energy Corporation, Ameren Corporation, CenterPoint Energy, Inc., CMS Energy Corporation, DTE Energy Company, National Fuel Gas Company, NiSource Inc., ONE Gas, Inc., Spire Inc. (formerly The Laclede Group, Inc.), Vectren Corporation(1), WEC Energy Group, Inc., and Xcel Energy, Inc.

| (1) | Vectren Corporation merged with CenterPoint Energy, Inc. prior to September 30, 2019. As a result, the cumulative total return of Vectren Corporation is not included in the Comparison Company Index represented in the graph above. |

| 1998 Long-Term Incentive Plan | 1,004,158 | | (1) | $ | — | | | 1,489,985 | |

| Total | 1,004,158 | | | $ | — | | | 1,489,985 | |

| | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Operating revenues | $ | [removed: 2,901,848] [added: 2,821,137] | | | $ | [removed: 3,115,546] [added: 2,901,848] | | | $ | [removed: 2,759,735] [added: 3,115,546] | | | $ | [removed: 2,454,648] [added: 2,759,735] | | | $ | [removed: 2,926,985] [added: 2,454,648] | |

| Income from continuing operations | $ | [removed: 511,406] [added: 601,443] | | | $ | [removed: 603,064] [added: 511,406] | | | $ | [removed: 382,711] [added: 603,064] | | | $ | [removed: 345,542] [added: 382,711] | | | $ | [removed: 305,623] [added: 345,542] | |

| Net income | $ | [removed: 511,406] [added: 601,443] | | | $ | [removed: 603,064] [added: 511,406] | | | $ | [removed: 396,421] [added: 603,064] | | | $ | [removed: 350,104] [added: 396,421] | | | $ | [removed: 315,075] [added: 350,104] | |

| Diluted income per share from continuing operations | $ | [removed: 4.35] [added: 4.89] | | | $ | [removed: 5.43] [added: 4.35] | | | $ | [removed: 3.60] [added: 5.43] | | | $ | [removed: 3.33] [added: 3.60] | | | $ | [removed: 3.00] [added: 3.33] | |

| Diluted net income per share | $ | [removed: 4.35] [added: 4.89] | | | $ | [removed: 5.43] [added: 4.35] | | | $ | [removed: 3.73] [added: 5.43] | | | $ | [removed: 3.38] [added: 3.73] | | | $ | [removed: 3.09] [added: 3.38] | |

| Cash dividends declared per share | $ | [removed: 2.10] [added: 2.30] | | | $ | [removed: 1.94] [added: 2.10] | | | $ | [removed: 1.80] [added: 1.94] | | | $ | [removed: 1.68] [added: 1.80] | | | $ | [removed: 1.56] [added: 1.68] | |

| Net property, plant and [removed: equipment(1)] [added: equipment(2)] | $ | [removed: 11,787,669] [added: 13,355,347] | | | $ | [removed: 10,371,147] [added: 11,787,669] | | | $ | [removed: 9,259,182] [added: 10,371,147] | | | $ | [removed: 8,268,606] [added: 9,259,182] | | | $ | [removed: 7,416,700] [added: 8,268,606] | |

| Total assets | $ | [removed: 13,367,619] [added: 15,359,032] | | | $ | [removed: 11,874,437] [added: 13,367,619] | | | $ | [removed: 10,749,596] [added: 11,874,437] | | | $ | [removed: 10,010,889] [added: 10,749,596] | | | $ | [removed: 9,075,072] [added: 10,010,889] | |

| Shareholders’ equity | $ | [removed: 5,750,223] [added: 6,791,203] | | | $ | [removed: 4,769,951] [added: 5,750,223] | | | $ | [removed: 3,898,666] [added: 4,769,951] | | | $ | [removed: 3,463,059] [added: 3,898,666] | | | $ | [removed: 3,194,797] [added: 3,463,059] | |

| Long-term debt (excluding current maturities) | [removed: 3,529,452] [added: 4,531,779] | | | | [removed: 2,493,665] [added: 3,529,452] | | | | [removed: 3,067,045] [added: 2,493,665] | | | | [removed: 2,188,779] [added: 3,067,045] | | | | [removed: 2,437,515] [added: 2,188,779] | | |

| Total capitalization | $ | [removed: 9,279,675] [added: 11,322,982] | | | $ | [removed: 7,263,616] [added: 9,279,675] | | | $ | [removed: 6,965,711] [added: 7,263,616] | | | $ | [removed: 5,651,838] [added: 6,965,711] | | | $ | [removed: 5,632,312] [added: 5,651,838] | |

| [removed: (1)] [added: (2)] | Amounts shown are net of assets held for sale related to the divestiture of our natural gas marketing business for fiscal [removed: years 2016 and 2015.] [added: year 2016.] |

| Operating income(1) | $ | 824,099 | | | $ | 746,058 | | | $ | 727,934 | | | $ | 735,628 | | | $ | 665,368 | |

| (1) | In accordance with our adoption of new accounting standards, changes in comprehensive income statement presentation were implemented on a retrospective basis and impacted previously issued financial statements for the fiscal years ended 2016 through 2018. |

| --- | --- |

| | |

| Contribution Margin | $ | 2,043,011 | | | $ | 1,947,698 | | | $ | 1,834,199 | | | $ | 1,708,456 | | | $ | 1,631,310 | |

| [Report of independent registered public accounting [removed: firm](#s1AFD6C1C3EF95A14B128C28E7FB8549B)] [added: firm](#s53B209D0B2775A62A227B53D55EC2F49)] | [removed: [37](#s1AFD6C1C3EF95A14B128C28E7FB8549B)] [added: [37](#s53B209D0B2775A62A227B53D55EC2F49)] |

| [Consolidated balance sheets at September 30, [removed: 2019] [added: 2020] and [removed: 2018](#sD202DF88F53F55A1A987DD5F27B7996C)] [added: 2019](#sF952EEE30B0C5E8A8A79B4699829A3FA)] | [removed: [39](#sD202DF88F53F55A1A987DD5F27B7996C)] [added: [39](#sF952EEE30B0C5E8A8A79B4699829A3FA)] |

| [Consolidated statements of comprehensive income for the years ended September 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#s5F38D03A135B561C873A1424122557D8)] [added: 2018](#sD78D639BD9A55D3DAF6D6EE643BAECF0)] | [removed: [40](#s5F38D03A135B561C873A1424122557D8)] [added: [40](#sD78D639BD9A55D3DAF6D6EE643BAECF0)] |

| [Consolidated statements of shareholders' equity for the years ended September 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#s58968E06948652C18AE937986B205D34)] [added: 2018](#s6887CE40410F5BE8BE732576AF7A42B3)] | [removed: [41](#s58968E06948652C18AE937986B205D34)] [added: [41](#s6887CE40410F5BE8BE732576AF7A42B3)] |

| [Consolidated statements of cash flow for the years ended September 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#sDB4A9E1FC75F512EB0E1507B2F09CBD6)] [added: 2018](#s19BF856E02195E849CB3BB9854FE898D)] | [removed: [42](#sDB4A9E1FC75F512EB0E1507B2F09CBD6)] [added: [42](#s19BF856E02195E849CB3BB9854FE898D)] |

| [Notes to consolidated financial [removed: statements](#sE81B5DAD526354C9B610545FC6DAD6F6)] [added: statements](#s84B8E127802A50E985DE938E109CC71B)] | [removed: [43](#sE81B5DAD526354C9B610545FC6DAD6F6)] [added: [43](#s84B8E127802A50E985DE938E109CC71B)] |

| [Selected Quarterly Financial Data [removed: (Unaudited)](#sE523B60A4D5D51048B3596BC627333B3)] [added: (Unaudited)](#s98628580213254C7A7AD301F34199C20)] | [removed: [84](#sE523B60A4D5D51048B3596BC627333B3)] [added: [82](#s98628580213254C7A7AD301F34199C20)] |

| Financial statement schedule for the years ended September 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | |

| [Schedule II. Valuation and Qualifying [removed: Accounts](#sD5DD17769AF352639B55E21652B0113D)] [added: Accounts](#sD88480B0026A5DD88DA505367ECB9AF9)] | [removed: [97](#sD5DD17769AF352639B55E21652B0113D)] [added: [95](#sD88480B0026A5DD88DA505367ECB9AF9)] |

We have audited the accompanying consolidated balance sheets of Atmos Energy Corporation (the “Company“) as of September 30, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of comprehensive income, shareholders‘ equity, and cash flows, for each of the three years in the period ended September 30, [removed: 2019,] [added: 2020,] and the related notes and financial statement schedule listed in the Index at Item 8 (collectively referred to as the [removed: "financial] [added: "consolidated financial] statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended September 30, [removed: 2019,] [added: 2020,] 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, [removed: 2019,] [added: 2020,] based on criteria established in Internal [removed: Control-Integrated] [added: Control - Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated November [removed: 12, 2019] [added: 13, 2020] expressed an unqualified opinion thereon.

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that [removed: were] [added: 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.

| *Description of the Matter* | 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, [removed: 2019,] [added: 2020,] the Company capitalized approximately [removed: $1.8] [added: $1.9] 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 consolidated financial statements. |

| | [added: 2020 | | | |] 2019 | | | | 2018 | | |

| Property, plant and equipment | $ | [removed: 13,758,899] [added: 15,539,166] | | | $ | [removed: 12,217,648] [added: 13,758,899] | |

| Construction in progress | [removed: 421,694] [added: 418,055] | | | | [removed: 349,725] [added: 421,694] | | |

| Less accumulated depreciation and amortization | [removed: 2,392,924] [added: 2,601,874] | | | | [removed: 2,196,226] [added: 2,392,924] | | |

| Net property, plant and equipment | [removed: 11,787,669] [added: 13,355,347] | | | | [removed: 10,371,147] [added: 11,787,669] | | |

| Cash and cash equivalents | [removed: 24,550] [added: 20,808] | | | | [removed: 13,771] [added: 24,550] | | |

| Accounts receivable, less allowance for doubtful accounts of [removed: $15,899] [added: $29,949] in [removed: 2019] [added: 2020] and [removed: $14,795] [added: $15,899] in [removed: 2018] [added: 2019] | [removed: 230,571] [added: 230,595] | | | | [removed: 253,295] [added: 230,571] | | |

| Gas stored underground | [removed: 130,138] [added: 111,950] | | | | [removed: 165,732] [added: 130,138] | | |

| Other current assets | [removed: 72,772] [added: 107,905] | | | | [removed: 46,055] [added: 72,772] | | |

| Total current assets | [removed: 458,031] [added: 471,258] | | | | [removed: 478,853] [added: 458,031] | | |

| Goodwill | [removed: 730,706] [added: 731,257] | | | | [removed: 730,419] [added: 730,706] | | |

| Deferred charges and other assets | [removed: 391,213] [added: 801,170] | | | | [removed: 294,018] [added: 391,213] | | |

| Common stock, no par value (stated at [removed: $.005] [added: $0.005] per share); 200,000,000 shares authorized; issued and outstanding: [added: 2020 — 125,882,477 shares;] 2019 — 119,338,925 [removed: shares, 2018 — 111,273,683] shares | $ | [removed: 597] [added: 629] | | | $ | [removed: 556] [added: 597] | |

| Additional paid-in capital | [removed: 3,712,194] [added: 4,377,149] | | | | [removed: 2,974,926] [added: 3,712,194] | | |

| Accumulated other comprehensive loss | [removed: (114,583] [added: (57,589] | | ) | | [removed: (83,647] [added: (114,583] | | ) |

| Retained earnings | [removed: 2,152,015] [added: 2,471,014] | | | | [removed: 1,878,116] [added: 2,152,015] | | |

| Shareholders’ equity | [removed: 5,750,223] [added: 6,791,203] | | | | [removed: 4,769,951] [added: 5,750,223] | | |

| Long-term debt | [removed: 3,529,452] [added: 4,531,779] | | | | [removed: 2,493,665] [added: 3,529,452] | | |

| Total capitalization | [removed: 9,279,675] [added: 11,322,982] | | | | [removed: 7,263,616] [added: 9,279,675] | | |

| Accounts payable and accrued liabilities | [removed: 265,024] [added: 235,775] | | | | [removed: 217,283] [added: 265,024] | | |

| Other current liabilities | [removed: 479,501] [added: 546,461] | | | | [removed: 547,068] [added: 479,501] | | |

| Short-term debt | [removed: 464,915] [added: —] | | | | [removed: 575,780] [added: 464,915] | | |

| Current maturities of long-term debt | [removed: —] [added: 165] | | | | [removed: 575,000] [added: —] | | |

| Total current liabilities | [removed: 1,209,440] [added: 782,401] | | | | [removed: 1,915,131] [added: 1,209,440] | | |

| Deferred income taxes | [removed: 1,300,015] [added: 1,456,569] | | | | [removed: 1,154,067] [added: 1,300,015] | | |

| Regulatory excess deferred taxes (See Note 13) | [removed: 705,101] [added: 697,764] | | | | [removed: 739,670] [added: 705,101] | | |

| | 2020 | | | | 2019 | | |

| | 15,957,221 | | | | 14,180,593 | | |

| | $ | 15,359,032 | | | $ | 13,367,619 | |

| Deferred credits and other liabilities | 642,128 | | | | 400,216 | | |

| | $ | 15,359,032 | | | $ | 13,367,619 | |

| Net income | $ | 601,443 | | | $ | 511,406 | | | $ | 603,064 | |

| Net income | — | | | — | | | | — | | | | — | | | | 601,443 | | | | 601,443 | | |

| Public offering | 6,101,916 | | | 30 | | | | 624,272 | | | | — | | | | — | | | | 624,302 | | |

| Direct stock purchase plan | 107,989 | | | 1 | | | | 11,325 | | | | — | | | | — | | | | 11,326 | | |

| Retirement savings plan | 78,941 | | | — | | | | 8,222 | | | | — | | | | — | | | | 8,222 | | |

| Balance, September 30, 2020 | 125,882,477 | | | $ | 629 | | | $ | 4,377,149 | | | $ | (57,589 | ) | | $ | 2,471,014 | | | $ | 6,791,203 | |

| Net income | $ | 601,443 | | | $ | 511,406 | | | $ | 603,064 | |

Deferred

| | 2020 | | | | 2019 | | |

| Other | 6,283 | | | | 9,829 | | |

| | $ | 414,641 | | | $ | 284,547 | |

| | $ | 1,367,013 | | | $ | 1,386,126 | |

As of September 30, 2020, we received regulatory orders in most states to defer into a regulatory asset all expenses, beyond the normal course of business, related to Coronavirus Disease 2019 (COVID-19), including bad debt expense.

As of September 30, 2020, no amounts have been recorded as regulatory assets or liabilities for expenses related to COVID-19.

Revenue recognition

the RRC.

The costs of

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 assets and lease liabilities within the consolidated balance sheet.

See Note 6 for further discussion regarding the accounting polices for these leases.

On October 1, 2018 we adopted new accounting guidance, which required we present only the current service cost component of the net benefit cost within operations and maintenance 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 comprehensive income.

The change in presentation of these costs was implemented on a retrospective basis as required by the guidance.

See Note 6 to the consolidated financial statements for further details regarding our adoption of the new lease standard and the related disclosures.

In March 2020, the 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 relationships 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.

In December 2019, the FASB issued new guidance related to accounting for income taxes which removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocations and calculating income taxes in interim periods.

The new standard also adds guidance to reduce complexity in certain areas, such as recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group.

The new guidance also introduces a new impairment recognition model for available-for-sale debt

The new standard was effective for us beginning on October 1, 2020.

| Operating revenues from external parties | $ | 2,624,251 | | | $ | 196,886 | | | $ | — | | | $ | 2,821,137 | |

| Intersegment revenues | 2,742 | | | | 412,453 | | | | (415,195 | | ) | | — | | |

| Total operating revenues | 2,626,993 | | | | 609,339 | | | | (415,195 | | ) | | 2,821,137 | | |

| | |

| --- | --- |

November 12, 2019

ATMOS ENERGY CORPORATION

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| | 14,180,593 | | | | 12,567,373 | | |

| | $ | 13,367,619 | | | $ | 11,874,437 | |

| Deferred credits and other liabilities | 121,133 | | | | 158,028 | | |

| | | | | | | | | | | | |

| Income from continuing operations | 511,406 | | | | 603,064 | | | | 382,711 | | |

| Income from discontinued operations, net of tax ($0, $0 and $6,841) | — | | | | — | | | | 10,994 | | |

| Gain on sale of discontinued operations, net of tax ($0, $0 and $10,215) | — | | | | — | | | | 2,716 | | |

| Income per share from discontinued operations | — | | | | — | | | | 0.13 | | |

| Income per share from continuing operations | $ | 4.35 | | | $ | 5.43 | | | $ | 3.60 | |

| Net unrealized gains on commodity cash flow hedges, net of tax of $0, $0 and $3,183 | — | | | | — | | | | 4,982 | | |

| Balance, September 30, 2016 | 103,930,560 | | | $ | 520 | | | $ | 2,388,027 | | | $ | (188,022 | ) | | $ | 1,262,534 | | | $ | 3,463,059 | |

| Net income | — | | | — | | | | — | | | | — | | | | 396,421 | | | | 396,421 | | |

| Public offering | 1,303,494 | | | 6 | | | | 98,749 | | | | — | | | | — | | | | 98,755 | | |

| Direct stock purchase plan | 112,592 | | | 1 | | | | 8,970 | | | | — | | | | — | | | | 8,971 | | |

| Retirement savings plan | 228,326 | | | 1 | | | | 17,551 | | | | — | | | | — | | | | 17,552 | | |

| 1998 Long-term incentive plan | 529,662 | | | 3 | | | | 3,698 | | | | — | | | | — | | | | 3,701 | | |

| (1) | See Note 2, "Recent Accounting Pronouncements" for additional information. |

| Gain on sale of discontinued operations | — | | | | — | | | | (12,931 | | ) |

| Discontinued cash flow hedging for commodity contracts | — | | | | — | | | | (10,579 | | ) |

| Acquisition | — | | | | — | | | | (86,128 | | ) |

| Use tax refund | — | | | | 790 | | | | 29,790 | | |

| Interest rate swaps cash collateral | — | | | | — | | | | 25,670 | | |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

| Rate case costs | 1,346 | | | | 2,741 | | |

| Other | 8,483 | | | | 6,739 | | |

| | $ | 284,547 | | | $ | 143,811 | |

| Pension and postretirement benefit costs | — | | | | 69,113 | | |

| | $ | 1,386,126 | | | $ | 1,510,997 | |

Revenue recognition — Effective October 1, 2018, we adopted the new guidance under Accounting Standards Codification (ASC) Topic 606.

See “Accounting pronouncements adopted in fiscal 2019” herein and Note 5 for information regarding our adoption of ASC 606 and the related disclosures.

Discontinued operations — Accounting policies specific to our discontinued natural gas marketing business are described in more detail in Note 16.

Beginning on October 1, 2018, changes in fair value of our equity securities were recorded in net income as discussed further below in the *Recent accounting pronouncements* section.

comprehensive income (loss).

Hedge ineffectiveness to the extent incurred is reported as a component of interest charges.

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, [removed: 2019] [added: 2020] 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.

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, [removed: 2019,] [added: 2020,] in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

We have audited Atmos Energy Corporation’s internal control over financial reporting as of September 30, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring 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, [removed: 2019,] [added: 2020,] 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 [removed: 2019] [added: 2020] consolidated financial statements of the Company and our report dated November [removed: 12, 2019] [added: 13, 2020] expressed an unqualified opinion thereon.

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, [removed: 2019] [added: 2020] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

| November 13, 2020 | | |

November 13, 2020

| November 12, 2019 | | |

November 12, 2019

Information regarding directors and delinquent Section 16(a) reports, if applicable, is incorporated herein by reference to the Company’s Definitive Proxy Statement for the Annual Meeting of Shareholders on February [removed: 5, 2020.][added: 3, 2021.]

The following table sets forth certain information as of September 30, [removed: 2019,] [added: 2020,] regarding the executive officers of the Company.

| Kim R. Cocklin | | [removed: 68] [added: 69] | | [removed: 13] [added: 14] | | Executive Chairman of the Board |

| [removed: Michael E. Haefner] [added: John K. Akers] | | [removed: 59] [added: 57] | | [removed: 11] [added: 29] | | President, Chief Executive Officer and Director |

| Christopher T. Forsythe | | [removed: 48] [added: 49] | | [removed: 16] [added: 17] | | Senior Vice President and Chief Financial Officer |

| David J. Park | | [removed: 48] [added: 49] | | [removed: 25] [added: 26] | | Senior Vice President, Utility Operations |

| Karen E. Hartsfield | | [removed: 49] [added: 50] | | [removed: 4] [added: 5] | | Senior Vice President, General Counsel and Corporate Secretary |

| John M. Robbins | | [removed: 49] [added: 50] | | [removed: 6] [added: 7] | | Senior Vice President, Human Resources |

Mr. Forsythe joined the Company in June 2003 and prior to [removed: his] [added: this] promotion, served as the Company's Vice President and Controller from May 2009 through January 2017.

[added: 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.

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 [removed: 5, 2020.][added: 3, 2021.]

A copy of the Company’s Code of Conduct is posted on the Company’s website at *www.atmosenergy.com*, under [removed: "Governance"] [added: "Corporate Governance"] under the "Corporate Responsibility" tab.

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 under [removed: "Governance"] [added: "Corporate Governance"] under the "Corporate Responsibility" tab.

| John K. Akers | | 56 | | 28 | | Executive Vice President |

Michael E.

Haefner was named President and Chief Executive Officer, effective October 1, 2017.

Mr. Haefner was appointed to the Board of Directors on November 4, 2015.

Mr. Haefner joined the Company in June 2008 as Senior Vice President, Human Resources.

On January 19, 2015, Mr. Haefner was promoted to Executive Vice President and assumed oversight responsibility for APT, Atmos Energy Holdings, Inc. and the gas supply and services function.

On October 1, 2015, Mr. Haefner was promoted to the role of President and Chief Operating Officer in which he also assumed oversight responsibility for the operations of our six utility divisions and customer service.

From October 1, 2015 through September 30, 2017, Mr. Haefner served the Company as President and Chief Operating Officer.

Mr. Haefner has announced his plans to retire from the Company and the Board of Directors, effective January 1, 2020.

Mr. Park also served as Vice President of

Information on executive compensation is incorporated herein by reference to the Company’s Definitive Proxy Statement for the Annual Meeting of Shareholders on February [removed: 5, 2020,] [added: 3, 2021,] under the captions "Human Resources Committee Report," "Compensation Discussion and Analysis," "Other Executive Compensation Matters" and "Named Executive Officer Compensation."

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 [removed: 5, 2020,] [added: 3, 2021,] 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.

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 Shareholders on February [removed: 5, 2020,] [added: 3, 2021,] under the heading "Corporate Governance and Other Board Matters," "Proposal One – Election of Directors," and "Director Compensation."

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 [removed: 5, 2020,] [added: 3, 2021,] under the heading "Proposal [removed: Two] [added: Three] – Ratification of Appointment of Independent Registered Public Accounting Firm."

| 4.1(b) | | [removed: [Description] [added: Description] of Registrant's [removed: Securities](https://www.sec.gov/Archives/edgar/data/731802/000073180219000037/ato2019930ex-41b.htm)] [added: Securities] | | [added: [Exhibit 4.1(b) to Form 10-K for fiscal year ended September 30, 2019 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000073180219000037/ato2019930ex-41b.htm)] |

| 4.4 | | Indenture dated as of May 22, 2001 between Atmos Energy Corporation and SunTrust Bank, Trustee | | [Exhibit 99.3 to Form 8-K dated May [removed: 15,] [added: 22,] 2001 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000093066101500728/dex993.txt) |

| 4.5 | | Indenture dated as of March [removed: 23,] [added: 26,] 2009 between Atmos Energy Corporation and U.S. Bank National Corporation, Trustee | | [Exhibit 4.1 to Form 8-K dated March 26, 2009 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000095013409006158/d66980exv4w1.htm) |

| 4.6(a) | | Debenture Certificate for the 6 3/4% Debentures due 2028 | | [Exhibit 99.2 to Form 8-K dated July [removed: 22,] [added: 29,] 1998 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/0000950134-98-006211.txt) |

| 4.6(c) | | Global Security for the 5.5% Senior Notes due 2041 | | [Exhibit 4.2 to Form 8-K dated June [removed: 10,] [added: 13,] 2011 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000095012311058729/d82963exv4w2.htm) |

| 4.6(d) | | Global Security for the 4.15% Senior Notes due 2043 | | [Exhibit 4.2 to Form 8-K dated January [removed: 8,] [added: 11,] 2013 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312513010106/d466114dex42.htm) |

| 4.6(e) | | Global Security for the 4.125% Senior Notes due 2044 | | [Exhibit 4.2 to Form 8-K dated October [removed: 15,] [added: 17,] 2014 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000073180214000028/ato20141017exhibit42.htm) |

| 10.1(b) | | First Amendment to Revolving Credit Agreement, dated as of October 5, 2016, by and among Atmos Energy Corporation, the lenders from time to time parties thereto (the "Lenders") and Credit Agricole Corporate and Investment Bank, in its capacity as administrative agent for the Lenders | | [Exhibit 10.1 to Form 8-K dated October [removed: 5,] [added: 11,] 2016 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000073180216000059/ato20161005exhibit101.htm) |

| [removed: 10.2(a)] [added: 10.4(a)] | | Equity Distribution Agreement, dated as of [removed: November 16, 2018,] [added: February 12, 2020,] among Atmos Energy Corporation and the Managers and Forward Purchasers named in Schedule A thereto | | [Exhibit 1.1 to Form 8-K dated [removed: November 16, 2018] [added: February 12, 2020] (File No. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312518329272/d653086dex11.htm)] [added: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312520032442/d884844dex11.htm)] |

| [removed: 10.2(b)] [added: 10.4(b)] | | Form of Master Forward Sale Confirmation | | [Exhibit 1.2 to Form 8-K dated [removed: November 16, 2018] [added: February 12, 2020] (File No. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312518329272/d653086dex12.htm)] [added: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312520032442/d884844dex12.htm)] |

| [removed: 10.3(a)*] [added: 10.5(a)*] | | Form of Atmos Energy Corporation Change in Control Severance Agreement - Tier I | | [Exhibit 10.7(a) to Form 10-K for fiscal year ended September 30, 2010 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000095012310105040/d77592exv10w7wa.htm) |

| [removed: 10.3(b)*] [added: 10.5(b)*] | | Form of Atmos Energy Corporation Change in Control Severance Agreement - Tier II | | [Exhibit 10.7(b) to Form 10-K for fiscal year ended September 30, 2010 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000095012310105040/d77592exv10w7wb.htm) |

| [removed: 10.4(a)*] [added: 10.6(a)*] | | Atmos Energy Corporation Executive Retiree Life Plan | | [Exhibit 10.31 to Form 10-K for fiscal year ended September 30, 1997 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/0000930661-97-002911.txt) |

| [removed: 10.4(b)*] [added: 10.6(b)*] | | Amendment No. 1 to the Atmos Energy Corporation Executive Retiree Life Plan | | [Exhibit 10.31(a) to Form 10-K for fiscal year ended September 30, 1997 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/0000930661-97-002911.txt) |

| [removed: 10.5*] [added: 10.7*] | | Atmos Energy Corporation Annual Incentive Plan for Management (as amended and restated October 1, 2016) | | [Exhibit 10.5 to Form 10-K for fiscal year ended September 30, 2016 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000073180216000066/ato20160930ex-105.htm) |

| [removed: 10.6(a)*] [added: 10.8(a)*] | | Atmos Energy Corporation Supplemental Executive Benefits Plan, Amended and Restated in its Entirety August 7, 2007 | | [Exhibit 10.8(a) to Form 10-K for fiscal year ended September 30, 2008 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000095013408020908/d65248exv10w8xay.htm) |

| [removed: 10.6(b)*] [added: 10.8(b)*] | | Form of Individual Trust Agreement for the Supplemental Executive Benefits Plan | | [Exhibit 10.3 to Form 10-Q for quarter ended December 31, 2000 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000095013401000895/d83952ex10-3.txt) |

| [removed: 10.7(a)*] [added: 10.9(a)*] | | Atmos Energy Corporation Supplemental Executive Retirement Plan (As Amended and Restated, Effective as of January 1, 2016) | | [Exhibit 10.7(a) to Form 10-K for fiscal year ended September 30, 2016 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000073180216000066/ato20160930ex-107a.htm) |

| [removed: 10.7(b)*] [added: 10.9(b)*] | | Atmos Energy Corporation Performance-Based Supplemental Executive Benefits Plan Trust Agreement, Effective Date December 1, 2000 | | [Exhibit 10.1 to Form 10-Q for quarter ended December 31, 2000 (File No. 1-10042](http://www.sec.gov/Archives/edgar/data/731802/000095013401000895/d83952ex10-1.txt)) |

| [removed: 10.8*] [added: 10.10*] | | Atmos Energy Corporation Account Balance Supplemental Executive Retirement Plan (As Amended and Restated, Effective as of January 1, 2016) | | [Exhibit 10.8 to Form 10-K for fiscal year ended September 30, 2016 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000073180216000066/ato20160930ex-108.htm) |

| [removed: 10.9(a)*] [added: 10.11(a)*] | | Mini-Med/Dental Benefit Extension Agreement dated October 1, 1994 | | [Exhibit 10.28(f) to Form 10-K for fiscal year ended September 30, 2001 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000095013401508975/d92559ex10-28f.txt) |

| [removed: 10.9(b)*] [added: 10.11(b)*] | | Amendment No. 1 to Mini-Med/Dental Benefit Extension Agreement dated August 14, 2001 | | [Exhibit 10.28(g) to Form 10-K for fiscal year ended September 30, 2001 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000095013401508975/d92559ex10-28g.txt) |

| [removed: 10.9(c)*] [added: 10.11(c)*] | | Amendment No. 2 to Mini-Med/Dental Benefit Extension Agreement dated December 31, 2002 | | [Exhibit 10.1 to Form 10-Q for quarter ended December 31, 2002 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000095013403002660/d03223exv10w1.txt) |

| [removed: 10.10*] [added: 10.12*] | | Atmos Energy Corporation Equity Incentive and Deferred Compensation Plan for Non-Employee Directors, Amended and Restated as of January 1, 2012 | | [Exhibit 10.1 to Form 10-Q for quarter ended December 31, 2011 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312512046309/d292845dex101.htm) |

| [removed: 10.11(a)*] [added: 10.13(a)*] | | [removed: [Atmos] [added: Atmos] Energy Corporation 1998 Long-Term Incentive Plan (as amended and restated November 6, [removed: 2019)](https://www.sec.gov/Archives/edgar/data/731802/000073180219000037/ato2019930ex-1011a.htm)] [added: 2019)] | | [added: [Exhibit 10.11(a) to Form 10-K for fiscal year ended September 30, 2019 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000073180219000037/ato2019930ex-1011a.htm)] |

| [removed: 10.11(b)*] [added: 10.13(b)*] | | [Form of Award Agreement of Time-Lapse Restricted Stock Units under the Atmos Energy Corporation 1998 Long-Term Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/731802/000073180219000037/ato2019930ex-1011b.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/731802/000073180220000040/ato2020930ex-1013b.htm)] | | |

| [removed: 10.11(c)*] [added: 10.13(c)*] | | [Form of Award Agreement of Performance-Based Restricted Stock Units under the Atmos Energy Corporation 1998 Long-Term Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/731802/000073180219000037/ato2019930ex-1011c.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/731802/000073180220000040/ato2020930ex-1013c.htm)] | | |

| [removed: 10.11(d)*] [added: 10.13(d)*] | | [removed: [Form] [added: Form] of Non-Employee Director Award Agreement of Time-Lapse Restricted Stock Units Under the Atmos Energy Corporation 1998 Long-Term Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/731802/000073180219000037/ato2019930ex-1011d.htm)] [added: Plan] | | [added: [Exhibit 10.11(d) to Form 10-K for fiscal year ended September 30, 2019 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000073180219000037/ato2019930ex-1011d.htm)] |

| [removed: 10.11(e)*] [added: 10.13(e)*] | | [removed: [Form] [added: Form] of Non-Employee Director Award Agreement of Stock Unit Awards Under The Atmos Energy Corporation 1998 Long-Term Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/731802/000073180219000037/ato2019930ex-1011e.htm)] [added: Plan] | | [added: [Exhibit 10.11(e) to Form 10-K for fiscal year ended September 30, 2019 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000073180219000037/ato2019930ex-1011e.htm)] |

| 21 | | [Subsidiaries of the [removed: registrant](https://www.sec.gov/Archives/edgar/data/731802/000073180219000037/ato2019930ex-21.htm)] [added: registrant](https://www.sec.gov/Archives/edgar/data/731802/000073180220000040/ato2020930ex-21.htm)] | | |

| 23.1 | | [Consent of independent registered public accounting firm, Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/731802/000073180219000037/ato2019930ex-231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/731802/000073180220000040/ato2020930ex-231.htm)] | | |

| 24 | | Power of Attorney | | Signature page of Form 10-K for fiscal year ended September 30, [removed: 2019] [added: 2020] |

| 31 | | [Rule 13a-14(a)/15d-14(a) [removed: Certifications](https://www.sec.gov/Archives/edgar/data/731802/000073180219000037/ato2019930ex-31.htm)] [added: Certifications](https://www.sec.gov/Archives/edgar/data/731802/000073180220000040/ato20200930ex-31.htm)] | | |

| 32 | | [Section 1350 [removed: Certifications](https://www.sec.gov/Archives/edgar/data/731802/000073180219000037/ato2019930ex-32.htm)] [added: Certifications](https://www.sec.gov/Archives/edgar/data/731802/000073180220000040/ato20200930ex-32.htm)] | | |

| 4.6(m) | | Global Security for the 1.500% Senior Notes due 2031 | | [Exhibit 4.2 to Form 8-K dated October 1, 2020 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312520261296/d55358dex42.htm) |

| 4.6(n) | | Global Security for the 1.500% Senior Notes due 2031 | | [Exhibit 4.3 to Form 8-K dated October 1, 2020 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312520261296/d55358dex43.htm) |

| 10.2 | | 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 | | [Exhibit 10.1 to Form 8-K dated April 13, 2020 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312520105377/d898305dex101.htm) |

| 10.3 | | 364-Day Revolving Credit Agreement, dated as of April 23, 2020, among Atmos Energy Corporation, Mizuho Bank, Ltd., as the Administrative Agent, the agents, arrangers and bookrunners named therein, and the lenders named therein | | [Exhibit 10.1 to Form 8-K dated April 24, 2020 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312520119232/d900608dex101.htm) |

| | | *Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession* | | |

| 2.1 | | Membership Interest Purchase Agreement by and between Atmos Energy Holdings, Inc. as Seller and CenterPoint Energy Services, Inc. as Buyer, dated as of October 29, 2016 | | [Exhibit 2.1 to Form 8-K dated October 29, 2016 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312516753686/d283961dex21.htm) |

| 10.2(c) | | Forward Sale Agreement between Atmos Energy Corporation and Goldman Sachs & Co. LLC dated as of November 28, 2018 | | [Exhibit 10.1 to Form 8-K dated November 28, 2018 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312518340288/d642529dex101.htm) |

| 10.2(d) | | Forward Sale Agreement between Atmos Energy Corporation and Bank of America, N.A. dated as of November 28, 2018 | | [Exhibit 10.2 to Form 8-K dated November 28, 2018 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312518340288/d642529dex102.htm) |

| 10.2(e) | | Additional Forward Sale Agreement between Atmos Energy Corporation and Goldman Sachs & Co. LLC dated as of November 29, 2018 | | [Exhibit 10.3 to Form 8-K dated November 28, 2018 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312518340288/d642529dex103.htm) |

| 10.2(f) | | Additional Forward Sale Agreement between Atmos Energy Corporation and Bank of America, N.A. dated as of November 29, 2018 | | [Exhibit 10.4 to Form 8-K dated November 28, 2018 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312518340288/d642529dex104.htm) |

Date: November [removed: 12, 2019][added: 13, 2020]

| /s/ KIM R. COCKLIN | | Executive Chairman of the Board | | November [removed: 12, 2019] [added: 13, 2020] |

| /s/ JOHN K. AKERS | | President, Chief Executive Officer and Director | | November [removed: 12, 2019] [added: 13, 2020] |

| /s/ CHRISTOPHER T. FORSYTHE | | Senior Vice President and Chief Financial Officer | | November [removed: 12, 2019] [added: 13, 2020] |

| /s/ RICHARD M. THOMAS | | Vice President and Controller (Principal Accounting Officer) | | November [removed: 12, 2019] [added: 13, 2020] |

| /s/ ROBERT W. BEST | | Director | | November [removed: 12, 2019] [added: 13, 2020] |

| /s/ KELLY H. COMPTON | | Director | | November [removed: 12, 2019] [added: 13, 2020] |

| /s/ SEAN DONOHUE | | Director | | November [removed: 12, 2019] [added: 13, 2020] |

| /s/ RAFAEL G. GARZA | | Director | | November [removed: 12, 2019] [added: 13, 2020] |

| /s/ RICHARD K. GORDON | | Director | | November [removed: 12, 2019] [added: 13, 2020] |

| /s/ ROBERT C. GRABLE | | Director | | November [removed: 12, 2019] [added: 13, 2020] |

| /s/ NANCY K. QUINN | | Director | | November [removed: 12, 2019] [added: 13, 2020] |

| /s/ RICHARD A. SAMPSON | | Director | | November [removed: 12, 2019] [added: 13, 2020] |

| /s/ STEPHEN R. SPRINGER | | Director | | November [removed: 12, 2019] [added: 13, 2020] |

| /s/ DIANA J. WALTERS | | Director | | November [removed: 12, 2019] [added: 13, 2020] |

| /s/ RICHARD WARE II | | Director | | November [removed: 12, 2019] [added: 13, 2020] |

Three Years Ended September 30, [removed: 2019][added: 2020]

| /s/ FRANK YOHO | | Director | | November 13, 2020 |

| Frank Yoho | | | | |

| 2020 | | | | | | | | | | | | | | | | | | | | |

| Allowance for doubtful accounts | $ | 15,899 | | | $ | 23,837 | | | $ | — | | | $ | 9,787 | | (1) | | $ | 29,949 | |

| /s/ MICHAEL E. HAEFNER | | Director | | November 12, 2019 |

| Michael E. Haefner | | | | |

| 2017 | | | | | | | | | | | | | | | | | | | | |

| Allowance for doubtful accounts | $ | 11,056 | | | $ | 12,269 | | | $ | — | | | $ | 12,460 | | (1) | | $ | 10,865 | |