filings.toolsItem 15. Exhibits and Financial Statement Schedules.
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Item 15. Exhibits and Financial Statement Schedules.
(a) 1. and 2. Financial statements and financial statement schedules.
The financial statements and financial statement schedule listed in the Index to Financial Statements in Item 8 are filed as part of this Form 10-K.
3*. Exhibits*
| Exhibit Number | Description | Page Number or Incorporation by Reference to | ||
| Articles of Incorporation and Bylaws | ||||
| 3.1 | Restated Articles of Incorporation of Atmos Energy Corporation - Texas (As Amended Effective February 3, 2010) | Exhibit 3.1 to Form 10-Q dated March 31, 2010 (File No. 1-10042) | ||
| 3.2 | Restated Articles of Incorporation of Atmos Energy Corporation - Virginia (As Amended Effective February 3, 2010) | Exhibit 3.2 to Form 10-Q dated March 31, 2010 (File No. 1-10042) | ||
| 3.3 | Amended and Restated Bylaws of Atmos Energy Corporation (as of February 5, 2019) | Exhibit 3.1 to Form 8-K dated February 5, 2019 (File No. 1-10042) | ||
| Instruments Defining Rights of Security Holders, Including Indentures | ||||
| 4.1(a) | Specimen Common Stock Certificate (Atmos Energy Corporation) | Exhibit 4.1 to Form 10-K for fiscal year ended September 30, 2012 (File No. 1-10042) | ||
| 4.1(b) | Description of Registrant's Securities | Exhibit 4.1(b) to Form 10-K for fiscal year ended September 30, 2019 (File No. 1-10042) | ||
| 4.2 | Indenture dated as of November 15, 1995 between United Cities Gas Company and Bank of America Illinois, Trustee | Exhibit 4.11(a) to Form S-3 dated August 31, 2004 (File No. 333-118706) | ||
| 4.3 | Indenture dated as of July 15, 1998 between Atmos Energy Corporation and U.S. Bank Trust National Association, Trustee | Exhibit 4.8 to Form S-3 dated August 31, 2004 (File No. 333-118706) | ||
| 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 22, 2001 (File No. 1-10042) | ||
| 4.5 | Indenture dated as of March 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) | ||
| 4.6(a) | Debenture Certificate for the 6 3/4% Debentures due 2028 | Exhibit 99.2 to Form 8-K dated July 29, 1998 (File No. 1-10042) | ||
| 4.6(b) | Global Security for the 5.95% Senior Notes due 2034 | Exhibit 10(2)(g) to Form 10-K for fiscal year ended September 30, 2004 (File No. 1-10042) | ||
| 4.6(c) | Global Security for the 5.5% Senior Notes due 2041 | Exhibit 4.2 to Form 8-K dated June 13, 2011 (File No. 1-10042) | ||
| 4.6(d) | Global Security for the 4.15% Senior Notes due 2043 | Exhibit 4.2 to Form 8-K dated January 11, 2013 (File No. 1-10042) | ||
| 4.6(e) | Global Security for the 4.125% Senior Notes due 2044 | Exhibit 4.2 to Form 8-K dated October 17, 2014 (File No. 1-10042) | ||
| 4.6(f) | Global Security for the 3.000% Senior Notes due 2027 | Exhibit 4.2 to Form 8-K dated June 8, 2017 (File No. 1-10042) | ||
| 4.6(g) | Global Security for the 4.125% Senior Notes due 2044 | Exhibit 4.3 to Form 8-K dated June 8, 2017 (File No. 1-10042) | ||
| 4.6(h) | Global Security for the 4.300% Senior Notes due 2048 | Exhibit 4.2 to Form 8-K dated October 4, 2018 (File No. 1-10042) | ||
| 4.6(i) | Global Security for the 4.300% Senior Notes due 2048 | Exhibit 4.3 to Form 8-K dated October 4, 2018 (File No. 1-10042) | ||
| 4.6(j) | Global Security for the 4.125% Senior Notes due 2049 | Exhibit 4.2 to Form 8-K dated March 4, 2019 (File No. 1-10042) | ||
| 4.6(k) | Global Security for the 2.625% Senior Notes due 2029 | Exhibit 4.2 to Form 8-K dated October 2, 2019 (File No. 1-10042) |
| 4.6(l) | Global Security for the 3.375% Senior Notes due 2049 | Exhibit 4.3 to Form 8-K dated October 2, 2019 (File No. 1-10042) | ||
| 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) | ||
| 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) | ||
| Material Contracts | ||||
| 10.1(a) | Revolving Credit Agreement, dated as of September 25, 2015 among Atmos Energy Corporation, the Lenders from time to time parties thereto, Crédit Agricole Corporate and Investment Bank as Administrative Agent, and Mizuho Bank Ltd., as Syndication Agent | Exhibit 10.1 to Form 8-K dated October 1, 2015 (File No. 1-10042) | ||
| 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 11, 2016 (File No. 1-10042) | ||
| 10.1(c) | Second Amendment to Revolving Credit Agreement, dated as of September 7, 2017, 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(c) to Form 10-K for fiscal year ended September 30, 2018 (File No. 1-10042) | ||
| 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) | ||
| 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) | ||
| 10.4(a) | Equity Distribution Agreement, dated as of 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 February 12, 2020 (File No. 1-10042) | ||
| 10.4(b) | Form of Master Forward Sale Confirmation | Exhibit 1.2 to Form 8-K dated February 12, 2020 (File No. 1-10042) | ||
| Executive Compensation Plans and Arrangements | ||||
| 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) | ||
| 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) | ||
| 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) |
| 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) | ||
| 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) | ||
| 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) | ||
| 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) | ||
| 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) | ||
| 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) | ||
| 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) | ||
| 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) | ||
| 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) | ||
| 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) | ||
| 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) | ||
| 10.13(a)* | Atmos Energy Corporation 1998 Long-Term Incentive Plan (as amended and restated November 6, 2019) | Exhibit 10.11(a) to Form 10-K for fiscal year ended September 30, 2019 (File No. 1-10042) | ||
| 10.13(b)* | Form of Award Agreement of Time-Lapse Restricted Stock Units under the Atmos Energy Corporation 1998 Long-Term Incentive Plan | |||
| 10.13(c)* | Form of Award Agreement of Performance-Based Restricted Stock Units under the Atmos Energy Corporation 1998 Long-Term Incentive Plan | |||
| 10.13(d)* | Form of Non-Employee Director Award Agreement of Time-Lapse Restricted Stock Units Under the Atmos Energy Corporation 1998 Long-Term Incentive Plan | Exhibit 10.11(d) to Form 10-K for fiscal year ended September 30, 2019 (File No. 1-10042) | ||
| 10.13(e)* | Form of Non-Employee Director Award Agreement of Stock Unit Awards Under The Atmos Energy Corporation 1998 Long-Term Incentive Plan | Exhibit 10.11(e) to Form 10-K for fiscal year ended September 30, 2019 (File No. 1-10042) | ||
| Other Exhibits, as indicated | ||||
| 21 | Subsidiaries of the registrant | |||
| 23.1 | Consent of independent registered public accounting firm, Ernst & Young LLP | |||
| 24 | Power of Attorney | Signature page of Form 10-K for fiscal year ended September 30, 2020 |
| 31 | Rule 13a-14(a)/15d-14(a) Certifications | |||
| 32 | Section 1350 Certifications** | |||
| Interactive Data File | ||||
| 101.INS | XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |||
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document |
| * | This exhibit constitutes a "management contract or compensatory plan, contract, or arrangement." |
| ** | These certifications pursuant to 18 U.S.C. Section 1350 by the Company’s Chief Executive Officer and Chief Financial Officer, furnished as Exhibit 32 to this Annual Report on Form 10-K, will not be deemed to be filed with the Securities and Exchange Commission or incorporated by reference into any filing by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates such certifications by reference. |
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