Atmos Energy (ATO) 10-K risk factor changes: FY2023 vs FY2022

FERC has adopted rules designed to prevent market power abuse and market manipulation and to promote compliance with FERC’s other rules, policies and orders by companies engaged in the sale, purchase, transportation or storage of natural [added: gas in interstate commerce.]

Although we have taken steps to structure current and future transactions to comply with applicable current FERC regulations, changes in FERC regulations or their [removed: interpretation by FERC or additional regulations issued by FERC in the future could also adversely affect our business, financial condition or financial results.]

[removed: This could adversely impact our business if our customer] growth slows or [removed: if our] [added: existing] customers [removed: further] [added: choose to] conserve their use of [removed: gas, resulting in] [added: gas or choose another energy product,] reduced gas purchases and customer [removed: billings.][added: billings could adversely impact our business.]

Incidents [removed: of COVID-19 or any other future pandemic in our workforce could challenge] [added: that impact] the [added: health and] availability of our workforce [removed: which] could threaten the continuity of our business operations.

[added: Any attack on such systems that would] result in the unauthorized release of customer, employee or other confidential or sensitive data could have a material adverse effect on our business reputation, increase our costs and expose us to additional material legal claims and liability.

[removed: These] [added: In recent years, the U.S. government has issued] directives [added: that] require critical pipeline owners to comply with mandatory reporting measures, designate a cybersecurity coordinator, provide vulnerability [removed: assessments,] [added: assessments] and ensure compliance with certain cybersecurity requirements.

Six of the eight states in which we operate have passed legislation to [removed: block attempts by] [added: prevent] local governments [removed: to limit] [added: from limiting] the types of energy available to customers.

To the extent climate change results in [removed: temperatures that differ] materially [removed: from temperatures we are currently experiencing,] [added: increasing temperatures,] financial results could be adversely affected through lower gas volumes and revenues.

The magnitude of these expenditures may be affected by a number of factors, including new [added: policy and] regulations, [added: and] the general state of the [removed: economy and weather.][added: economy.]

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 [removed: future, especially if the market price of natural gas increases significantly.][added: future.]

Increases in purchased gas costs also slow our natural gas distribution collections as customers [removed: are more likely to] [added: may] delay the payment of their gas bills, leading to higher than normal accounts receivable.

interpretation by FERC or additional regulations issued by FERC in the future could also adversely affect our business, financial condition or financial results.

If customer

The completion of new pipelines in our service area may increase the competition in this segment of our business.

Our pension and other postretirement benefit plans are subject to investment and interest rate risk that could negatively impact our financial condition.

We have pension and other postretirement benefit plans that provide benefits to many of our employees and retirees.

Costs of providing benefits and related- funding requirements of these plans are subject to changes in the market value of the assets that fund the plans.

The funded status of the plans and the related costs reflected in the Company’s financial statements are affected by various factors, which are subject to an inherent degree of uncertainty, including economic conditions, financial market performance, interest rates, life expectancies and demographics.

Poor investment returns or lower interest rates may necessitate accelerated funding of the plans to meet minimum federal government requirements, which could have an adverse impact on the Company’s financial condition and results of operations.

gas in interstate commerce.

Increases in the price of natural gas could negatively impact our competitive position by decreasing the price benefits of natural gas to the consumer.

However, in the last few years, several new pipelines have been completed, which has increased the level of competition in this segment of our business.

Any attack on such systems that would

In 2021, the Transportation Security Administration (TSA) announced two new security directives in response to a ransomware attack on the Colonial Pipeline that occurred earlier in the year.

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

We provide health care benefits, a cash-balance pension plan and postretirement health care benefits to eligible full-time employees.

The costs of providing health care benefits to our employees could significantly increase over time due to rapidly increasing health care inflation, and any future legislative changes related to the provision of health care benefits.

The impact of additional costs which are likely to be passed on to the Company is difficult to measure at this time.

The costs of providing a cash-balance pension plan to eligible full-time employees prior to 2011 and postretirement health care benefits to eligible full-time employees and related funding requirements could be influenced by changes in the market value of the assets funding our pension and postretirement health care plans.

Any significant declines in the value of these investments due to sustained declines in equity markets or a reduction in bond yields could increase the costs of our pension and postretirement health care plans and related funding requirements in the future.

Further, our costs of providing such benefits and related funding requirements are also subject to a number of factors, including (i) changing demographics, including longer life expectancy of beneficiaries and an expected increase in the number of eligible former employees over the next five to ten years; (ii) various actuarial calculations and assumptions which may differ materially from actual results due primarily to changing market and economic conditions, including changes in interest rates, and higher or lower withdrawal rates; and (iii) future government regulation.

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

These risks and uncertainties include the following: federal, state and local regulatory and political trends and decisions, including the impact of rate proceedings before various state regulatory commissions; increased federal regulatory oversight and potential penalties; possible increased federal, state and local regulation of the safety of our operations; 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 availability and accessibility of contracted gas supplies, interstate pipeline and/or storage services; increased competition from energy suppliers and alternative forms of energy; failure to attract and retain a qualified workforce; natural disasters, terrorist activities or other events and other risks and uncertainties discussed herein, all of which are difficult to predict and many of which are beyond our control; 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 [removed: or Company information; the impact of new cybersecurity compliance requirements; adverse weather conditions; the impact of]

[added: or Company information; the impact of new cybersecurity compliance requirements; adverse weather conditions; the impact of] greenhouse gas emissions or other legislation or regulations intended to address climate change; the impact of climate change; 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; and increased costs of providing health care benefits, along with pension and postretirement health care benefits and increased funding requirements.

[removed: | | | | For the Fiscal Year Ended] [added: Fiscal year ended] September [removed: 30 | | | | | | | | | | | | | | | | | | | | | | | | | | |][added: 30, 2023 compared with fiscal year ended September 30, 2022]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | | | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | |

| Net income | | | $ | [removed: 774,398 | | | | | $ | 665,563 | | | | | $ | 601,443] [added: 885,862] | | | | | $ | [removed: 108,835] [added: 774,398] | | | | | $ | [removed: 64,120] [added: 665,563] | |

Atmos Energy strives to operate its businesses safely and reliably while delivering superior [removed: shareholder value.][added: financial results.]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Distribution segment | | | $ | [removed: 521,977] [added: 580,397] | | | | | $ | [removed: 445,862] [added: 521,977] | | | | | $ | [removed: 395,664] [added: 445,862] | |

| Pipeline and storage segment | | | [removed: 252,421] [added: 305,465] | | | | | | [removed: 219,701] [added: 252,421] | | | | | | [removed: 205,779] [added: 219,701] | | |

During fiscal [removed: 2022,] [added: 2023,] we recorded net income of [removed: $774.4] [added: $885.9] million, or [removed: $5.60] [added: $6.10] per diluted share, compared to net income of [removed: $665.6] [added: $774.4] million, or [removed: $5.12] [added: $5.60] per diluted share in the prior year.

The year-over-year increase in net income of [removed: $108.8] [added: $111.5] million largely reflects positive rate outcomes driven by safety and reliability [removed: spending and distribution customer growth,] [added: spending,] partially offset by [removed: an increase in employee related costs,] increased [removed: spending on] [added: line locating costs,] system maintenance activities and an increase in depreciation expense and property taxes associated with increased capital investments.

During the year ended September 30, [removed: 2022,] [added: 2023,] we implemented ratemaking regulatory actions which resulted in an increase in annual operating income of [removed: $174.9] [added: $263.1] million.

Excluding the impact of the refund of excess deferred income taxes resulting from previously enacted tax reform legislation, our total fiscal [removed: 2022] [added: 2023] rate outcomes were [removed: $215.6] [added: $268.8] million.

Additionally, we had ratemaking efforts in progress at September 30, [removed: 2022,] [added: 2023,] seeking a total increase in annual operating income of [removed: $144.5] [added: $264.6] million.

During fiscal year [removed: 2022,] [added: 2023,] we refunded [removed: $167.8] [added: $160.3] million in excess deferred tax liabilities to customers.

Capital expenditures for fiscal [removed: 2022] [added: 2023] were [removed: $2.4] [added: $2.8] billion.

During fiscal [removed: 2022,] [added: 2023,] we completed approximately $1.6 billion of long-term debt and equity financing.

As of September 30, [removed: 2022,] [added: 2023,] our equity capitalization was [removed: 53.6] [added: 61.5] percent.

[removed: Excluding] [added: (2)Excluding] the $2.2 billion of incremental financing issued [removed: in conjunction with] [added: to pay for the purchased gas costs incurred during] Winter Storm Uri, our equity capitalization [removed: was 61.3 percent.][added: ratio would have been 61.3% at September 30, 2022.]

As of September 30, [removed: 2022,] [added: 2023,] we had approximately [removed: $3.1] [added: $2.7] billion in total liquidity, consisting of [removed: $51.6] [added: $15.4] million in cash and cash equivalents, [removed: $776.6] [added: $466.8] million in funds available through equity forward sales agreements and [removed: $2,309.4] [added: $2,252.5] million in undrawn capacity under our credit facilities.

During fiscal [removed: 2022,] [added: 2023,] we completed regulatory proceedings in our distribution segment resulting in a [removed: $96.2] [added: $178.2] million increase in annual operating income.

Excluding the impact of the refund of excess deferred income taxes resulting from previously enacted tax reform legislation, our total fiscal [removed: 2022] [added: 2023] annualized rate outcomes in our distribution segment were [removed: $136.8] [added: $183.8] million.

[removed: Therefore, the amount of] these taxes included in revenues is influenced by the cost of gas and the level of gas sales volumes.

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: 81] [added: 80] percent of our residential and commercial revenues.

Financial and operational highlights for our distribution segment for the fiscal years ended September 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] are presented below.

| Operating revenues | | | $ | [removed: 4,035,194] [added: 4,099,690] | | | | | $ | [removed: 3,241,973] [added: 4,035,194] | | | | | $ | [removed: 2,626,993] [added: 3,241,973] | | | | | $ | [removed: 793,221] [added: 64,496] | | | | | $ | [removed: 614,980] [added: 793,221] | |

| Purchased gas cost | | | [removed: 2,210,302] [added: 2,061,920] | | | | | | [removed: 1,501,695] [added: 2,210,302] | | | | | | [removed: 1,071,227] [added: 1,501,695] | | | | | | [removed: 708,607] [added: (148,382)] | | | | | | [removed: 430,468] [added: 708,607] | | |

| Operating expenses | | | [removed: 1,220,347] [added: 1,345,144] | | | | | | [removed: 1,121,764] [added: 1,220,347] | | | | | | [removed: 1,027,523] [added: 1,121,764] | | | | | | [removed: 98,583] [added: 124,797] | | | | | | [removed: 94,241] [added: 98,583] | | |

| Operating income | | | [removed: 604,545] [added: 692,626] | | | | | | [removed: 618,514] [added: 604,545] | | | | | | [removed: 528,243] [added: 618,514] | | | | | | [removed: (13,969)] [added: 88,081] | | | | | | [removed: 90,271] [added: (13,969)] | | |

| Other non-operating income (expense) | | | [removed: 6,946] [added: 24,988] | | | | | | [removed: (20,694)] [added: 6,946] | | | | | | [removed: (1,265)] [added: (20,694)] | | | | | | [removed: 27,640] [added: 18,042] | | | | | | [removed: (19,429)] [added: 27,640] | | |

| Interest charges | | | [removed: 49,921] [added: 77,185] | | | | | | [removed: 36,629] [added: 49,921] | | | | | | [removed: 39,634] [added: 36,629] | | | | | | [removed: 13,292] [added: 27,264] | | | | | | [removed: (3,005)] [added: 13,292] | | |

| Income before income taxes | | | [removed: 561,570] [added: 640,429] | | | | | | [removed: 561,191] [added: 561,570] | | | | | | [removed: 487,344] [added: 561,191] | | | | | | [removed: 379] [added: 78,859] | | | | | | [removed: 73,847] [added: 379] | | |

| Income tax expense | | | [removed: 39,593] [added: 60,032] | | | | | | [removed: 115,329] [added: 39,593] | | | | | | [removed: 105,147] [added: 115,329] | | | | | | [removed: (75,736)] [added: 20,439] | | | | | | [removed: 10,182] [added: (75,736)] | | |

| Net income | | | $ | [removed: 521,977] [added: 580,397] | | | | | $ | [removed: 445,862] [added: 521,977] | | | | | $ | [removed: 395,664] [added: 445,862] | | | | | $ | [removed: 76,115] [added: 58,420] | | | | | $ | [removed: 50,198] [added: 76,115] | |

| Consolidated distribution sales volumes — MMcf | | | [removed: 292,266] [added: 289,948] | | | | | | [removed: 308,833] [added: 292,266] | | | | | | [removed: 291,650] [added: 308,833] | | | | | | [removed: (16,567)] [added: (2,318)] | | | | | | [removed: 17,183] [added: (16,567)] | | |

| Consolidated distribution transportation volumes — MMcf | | | [removed: 152,709] [added: 152,963] | | | | | | [removed: 152,513] [added: 152,709] | | | | | | [removed: 147,387] [added: 152,513] | | | | | | [removed: 196] [added: 254] | | | | | | [removed: 5,126] [added: 196] | | |

| Total consolidated distribution throughput — MMcf | | | [removed: 444,975] [added: 442,911] | | | | | | [removed: 461,346] [added: 444,975] | | | | | | [removed: 439,037] [added: 461,346] | | | | | | [removed: (16,371)] [added: (2,064)] | | | | | | [removed: 22,309] [added: (16,371)] | | |

| Consolidated distribution average cost of gas per Mcf sold | | | $ | [removed: 7.56] [added: 7.11] | | | | | $ | [removed: 4.86] [added: 7.56] | | | | | $ | [removed: 3.67] [added: 4.86] | | | | | $ | [removed: 2.70] [added: (0.45)] | | | | | $ | [removed: 1.19] [added: 2.70] | |

[removed: (1)See] [added: See] Note [removed: 14] [added: 8] to the consolidated financial statements for further [removed: information.][added: details.]

Fiscal year ended September 30, [removed: 2022] [added: 2023] compared with fiscal year ended September 30, [removed: 2021][added: 2022]

These refunds also reduced our income tax expense, resulting in an immaterial impact to our fiscal 2023 and 2022 results.

Therefore, the amount of

- an $18.4 million increase related to residential customer growth, primarily in our Mid-Tex Division, and increased industrial load.

- an $11.7 million increase in consumption, net of WNA.

- a $7.5 million decrease in refunds of excess deferred taxes to customers, which is substantially offset in income tax expense.

- a $4.9 million increase in bad debt expense primarily due to higher customer bills.

- a $21.6 million increase in other operation and maintenance expense primarily due to increased insurance premiums, travel spending, information technology spending and other administrative costs.

period compared to unrealized losses on equity investments in the prior period.

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2023 vs. 2022 | | | | | | 2022 vs. 2021 | | |

Additionally, GRIP requires a utility to file a statement of intent at least once every five years to review its costs and expenses, including capital costs filed for recovery under GRIP.

On May 19, 2023, APT filed its statement of intent seeking $107.4 million in additional annual operating income.

On October 24, 2023, APT and the intervening parties in its general rate case filed a Joint Notice of Settlement and Proposed Order.

See "Ratemaking Activity" above for further information.

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2023 vs. 2022 | | | | | | 2022 vs. 2021 | | |

- a $5.2 million net increase in APT's through-system activities primarily associated with increased volumes.

Other non-operating income increased $18.0 million primarily due to higher AFUDC largely as a result of increased capital spending.

Interest charges increased $7.2 million primarily due to the issuance of long-term debt during the first quarter of fiscal 2023.

However, we don't anticipate any impact to our results of operations.

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

| | | | | | | $ | 900,000 | | | | | | | |

| | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | |

(1)Inclusive of our finance leases, but exclusive of AEK's securitized long-term debt.

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2023 vs. 2022 | | | | | | 2022 vs. 2021 | | |

Fiscal 2023 operating cash flow included $2,021.9 million of cash received as a result of the conclusion of Texas securitization proceedings.

Our financing activities used $696.8 million of cash for fiscal year 2023 compared with $1,387.2 million of cash provided by financing activities for fiscal year 2022.

We completed a public offering of $500 million of 5.75% senior notes due October 2052 and $300 million of 5.45% senior notes due October 2032, and received net proceeds from the offering, after the underwriting discount and offering expenses, of $789.4 million.

We also received $171.1 million from the settlement of forward starting interest rate swaps related to a debt issuance completed in October 2023.

Finally, Atmos Energy Kansas Securitization I, LLC, a special-purpose, wholly-owned subsidiary of Atmos Energy, issued $95 million in securitized long-term debt.

| Long-term debt (1) | | | $ | 6,560,000 | | | | | $ | — | | | | | $ | 10,000 | | | | | $ | 650,000 | | | | | $ | 5,900,000 | |

| Securitized long-term debt | | | 95,000 | | | | | | 9,922 | | | | | | 16,842 | | | | | | 18,647 | | | | | | 49,589 | | |

| Interest charges (2) | | | 4,981,621 | | | | | | 265,077 | | | | | | 532,354 | | | | | | 514,413 | | | | | | 3,669,777 | | |

| Interest charges on securitized long-term debt | | | 26,779 | | | | | | 5,709 | | | | | | 8,134 | | | | | | 6,329 | | | | | | 6,607 | | |

| Finance leases (3) | | | 69,880 | | | | | | 3,375 | | | | | | 6,940 | | | | | | 7,203 | | | | | | 52,362 | | |

| Operating leases (4) | | | 277,989 | | | | | | 41,325 | | | | | | 59,035 | | | | | | 44,721 | | | | | | 132,908 | | |

| Financial instrument obligations (5) | | | 15,408 | | | | | | 14,584 | | | | | | 824 | | | | | | — | | | | | | — | | |

| Pension and postretirement benefit plan contributions (6) | | | 310,710 | | | | | | 31,784 | | | | | | 80,759 | | | | | | 52,600 | | | | | | 145,567 | | |

| Total contractual obligations | | | $ | 12,637,958 | | | | | $ | 613,709 | | | | | $ | 773,526 | | | | | $ | 1,293,913 | | | | | $ | 9,956,810 | |

| Prices actively quoted | | | $ | (10,513) | | | | | $ | 380,769 | | | | | $ | — | | | | | $ | — | | | | | $ | 370,256 | |

| Total Fair Value | | | $ | (10,513) | | | | | $ | 380,769 | | | | | $ | — | | | | | $ | — | | | | | $ | 370,256 | |

| Unbilled Revenue | | | We follow the revenue accrual method of accounting for distribution segment revenues whereby revenues attributable to gas delivered to customers, but not yet billed under the cycle billing method, are estimated and accrued and the related costs are charged to expense. When permitted, we implement rates that have not been formally approved by our regulatory authorities, subject to refund.We recognize this revenue and establish a reserve for amounts that could be refunded based on our experience for the jurisdiction in which the rates were implemented. | | | Estimates of delivered sales volumes based on actual tariff information and weather information and estimates of customer consumption and/or behavior Estimates of purchased gas costs related to estimated deliveries Estimates of amounts billed subject to refund | | |

*Non-GAAP Financial Measures*

As described further in Note 14 to the consolidated financial statements, due to the passage of Kansas House Bill 2585, we remeasured our deferred tax liability and updated our state deferred tax rate.

As a result, we recorded a non-cash income tax benefit of $21.0 million for the fiscal year ended September 30, 2020.

Due to the non-recurring nature of this benefit, we believe that net income and diluted net income per share before the non-cash income tax benefit provide a more relevant measure to analyze our financial performance than net income and diluted net income per share in order to allow investors to better analyze our core results and allow the information to be presented on a comparative basis.

Accordingly, the following discussion and analysis of our financial performance will reference adjusted net income and adjusted diluted earnings per share, non-GAAP measures, which are calculated as follows:

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

| | | | (In thousands, except per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Non-cash income tax benefits | | | — | | | | | | — | | | | | | (20,962) | | | | | | — | | | | | | 20,962 | | |

| Adjusted net income | | | $ | 774,398 | | | | | $ | 665,563 | | | | | $ | 580,481 | | | | | $ | 108,835 | | | | | $ | 85,082 | |

| Diluted net income per share | | | $ | 5.60 | | | | | $ | 5.12 | | | | | $ | 4.89 | | | | | $ | 0.48 | | | | | $ | 0.23 | |

| Diluted EPS from non-cash income tax benefits | | | — | | | | | | — | | | | | | (0.17) | | | | | | — | | | | | | 0.17 | | |

| Adjusted diluted net income per share | | | $ | 5.60 | | | | | $ | 5.12 | | | | | $ | 4.72 | | | | | $ | 0.48 | | | | | $ | 0.40 | |

| Net income | | | $ | 774,398 | | | | | $ | 665,563 | | | | | $ | 601,443 | |

The refunds reduced operating income and reduced our annual effective income tax rate to 9.1% in fiscal 2022 compared with 18.8% in fiscal 2021.

As a result of the continued stability of our earnings, cash flows and capital structure, our Board of Directors increased the quarterly dividend by 8.8% percent for fiscal 2023.

| Non-cash income tax benefit (1) | | | — | | | | | | — | | | | | | (13,467) | | | | | | — | | | | | | 13,467 | | |

Increased refunds of excess deferred taxes to customers decreased year-over-year operating income $98.5 million and reduced the effective income tax rate for this segment to 7.1% compared to 20.6% in the prior year.

- a $24.9 million decrease in bad debt expense, primarily due to the resumption of collection activities in late fiscal 2021 following the expiration of pandemic-related collection moratoriums.

- a $17.3 million decrease in consumption, net of WNA, primarily due to the decline in residential consumption during the second fiscal quarter.

- an $8.8 million increase in system maintenance and related activities.

- a $25.5 million increase in employee related costs driven by increased headcount, increased number of service orders performed and higher benefits costs.

- an $8.9 million increase in insurance premiums.

The year-over-year change in other non-operating income (expense) of $27.6 million primarily reflects lower non-service costs related to our postretirement medical plan, partially offset by an increase in unrealized losses on equity investments.

As described in Note 9 to the consolidated financial statements, interest related to the incremental financing incurred as a result of Winter Storm Uri was deferred through December 31, 2021 pursuant to a regulatory order issued by the State of Texas.

| Non-cash income tax benefit (1) | | | — | | | | | | — | | | | | | (7,495) | | | | | | — | | | | | | 7,495 | | |

Increased refunds of excess deferred taxes to customers decreased year-over-year operating income by $13.3 million and reduced the effective income tax rate for this segment to 13.1% compared to 14.9% in the prior year.

- an $8.4 million increase in system maintenance expense primarily due to spending on hydrostatic testing.

The impact on our financial position, results of operations and cash flows is dependent on future guidance from the U.S. government.

| Fiscal 2024 | | | | | | $ | 450,000 | | | | | 1.80 | | % |

| | | | | | | $ | 1,350,000 | | | | | | | |

(1)Inclusive of our finance leases.

(2)Excluding the $2.2 billion of incremental financing issued to pay for the purchased gas costs incurred during Winter Storm Uri, our equity capitalization ratio would have been 61.3% and 60.6% at September 30, 2022 and 2021.

Fiscal 2021 operating cash flow included $2.1 billion of cash paid for gas costs incurred during Winter Storm Uri.

Our financing activities provided $1.4 billion and $3.1 billion in cash for fiscal years 2022 and 2021.

We completed a public offering of $600 million of 1.50% senior notes due 2031, $1.1 billion of 0.625% senior notes due 2023 and $1.1 billion floating rate senior notes due 2023.

Net proceeds from the latter two notes were used to pay for gas costs incurred during Winter Storm Uri.

As a result of the impacts of Winter Storm Uri, during the second quarter of fiscal 2021, S&P lowered our long-term and short-term credit ratings by one notch and placed our ratings under negative outlook.

Additionally, Moody's placed our ratings under negative outlook.

In February 2022, Moody’s reaffirmed its long-term and short-term credit ratings and revised our outlook from negative to stable.

Our risk management activities and related accounting treatment are described in further detail in Note [removed: 15] [added: 16] to the consolidated financial statements.

Had interest rates associated with our short-term borrowings increased by an average of one percent, our interest expense would not have materially increased during [removed: 2022.][added: 2023.]

We safely deliver reliable, [removed: affordable,] efficient and abundant natural gas through regulated sales and transportation arrangements to [removed: approximately] [added: over] 3.3 million residential, commercial, public authority and industrial customers in eight states located primarily in the South.

As of September 30, [removed: 2022,] [added: 2023,] we manage and review our consolidated operations through the following reportable segments:

| Mid-Tex | | | | | | Texas, including the Dallas/Fort Worth Metroplex | | | | | | 550 | | | | | | [removed: 1,822,036] [added: 1,856,356] | | |

| West Texas | | | | | | Amarillo, Lubbock, Midland | | | | | | 80 | | | | | | [removed: 329,378] [added: 330,490] | | |

| Mississippi | | | | | | Mississippi | | | | | | 110 | | | | | | [removed: 273,934] [added: 273,586] | | |

| Colorado-Kansas | | | | | | Colorado | | | | | | 170 | | | | | | [removed: 127,565] [added: 129,197] | | |

At September 30, [removed: 2022,] [added: 2023,] we held [removed: 1,028] [added: 1,021] franchises having terms generally ranging from five to 35 years.

Major suppliers during fiscal [removed: 2022] [added: 2023] were [added: Cima Energy, LP,] ConocoPhillips Company, EnLink Gas Marketing LP, Enterprise Navitas Midstream Midland Basin LLC, [removed: EOG Resources, Inc.,] Hartree Partners, L.P., Sequent Energy Management LLC, Symmetry Energy Solutions, LLC, Targa Gas Marketing LLC, Texla Energy Management, Inc. and Twin Eagle Resource Management, LLC.

We estimate our peak-day availability of natural gas supply to be approximately [removed: 4.4] [added: 5.3] Bcf.

The peak-day demand for our distribution operations in fiscal [removed: 2022] [added: 2023] was on [removed: February 3,] [added: December 23,] 2022, when sales to customers reached approximately [removed: 3.6] [added: 4.2] Bcf.

Currently, our distribution divisions utilize [removed: 38] [added: 35] pipeline transportation companies, both interstate and intrastate, to transport our natural gas.

As part of its pipeline operations, APT owns and operates five underground storage [removed: reservoirs] [added: facilities] in Texas.

years; the most recent of which was [removed: completed] [added: filed] in [removed: August 2017.][added: May 2023.]

- The ability to recover the gas cost portion of bad debts in five states which represents approximately [removed: 81] [added: 80] percent of our distribution residential and commercial revenues.

The following [removed: table] [added: tables] provides a jurisdictional rate summary for our regulated operations as of September 30, [removed: 2022.][added: 2023.]

| Atmos Pipeline — Texas | | | | | | [removed: Texas] [added: Texas(5)] | | | | | | [removed: 05/18/2022] [added: 05/17/2023] | | | | | | [removed: $3,432,180] [added: $4,055,375] | | | | | | 8.87% | | | | | | 47/53 | | | 11.50% | | |

| | | | | | | Kansas SIP | | | | | | [removed: 04/01/2022] [added: 04/01/2023] | | | | | | [removed: 5,881] [added: 13,270] | | | | | | 7.03% | | | | | | 44/56 | | | 9.10% | | |

| | | | | | | Virginia-SAVE | | | | | | [removed: 10/01/2021] [added: 10/01/2022] | | | | | | [removed: 7,466] [added: 11,753] | | | | | | 7.43% | | | | | | 42/58 | | | 9.20% | | |

| | | | | | | Mid-Tex ATM Cities | | | | | | [removed: 06/10/2022] [added: 06/09/2023] | | | | | | [removed: 5,121,370(5)] [added: 5,932,535(6)] | | | | | | 7.97% | | | | | | 40/60 | | | 9.80% | | |

| | | | | | | Mid-Tex Environs | | | | | | [removed: 06/10/2022] [added: 06/01/2023] | | | | | | [removed: 5,121,376(5)] [added: 5,932,542(6)] | | | | | | 7.97% | | | | | | 40/60 | | | 9.80% | | |

| | | | | | | West Texas - ALDC | | | | | | [removed: 06/11/2022] [added: 06/09/2023] | | | | | | [removed: 857,631(9)] [added: 960,622(9)] | | | | | | 7.35% | | | | | | 41/59 | | | (4) | | |

| [added: West Texas] | | | | | | West Texas [removed: - Environs] [added: Cities(8) (10)] | | | | | | [removed: 06/11/2022] [added: 10/01/2022] | | | | | | [removed: 855,152(9)] [added: 855,328(9)] | | | | | | [removed: 7.97%] [added: 7.28%] | | | | | | [removed: 40/60] [added: 42/58] | | | 9.80% | | |

(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 [added: approved] regulatory filing for each jurisdiction.

[removed: (5)The] [added: (6)The] Mid-Tex rate base represents a “system-wide,” or 100 percent, of the Mid-Tex Division’s rate base.

[removed: (6)The] [added: (7)The] Mid-Tex Cities approved the Formula Rate Mechanism filing with rates effective October 1, [removed: 2022,] [added: 2023,] which included a rate base of [removed: $5,235.0 million,] [added: $6.1 billion,] an authorized return of [removed: 7.28%,] [added: 7.35%,] a debt/equity ratio of 42/58 and an authorized ROE of 9.80%.

New rates were implemented [removed: November] [added: on October] 1, [removed: 2022.][added: 2023.]

(10)The West Texas Cities approved the Formula Rate Mechanism filing with rates effective October 1, [removed: 2022,] [added: 2023,] which included a rate base of [removed: $855.3] [added: $965.3] million, an authorized return of [removed: 7.28%,] [added: 7.35%,] a debt/equity ratio of 42/58 and an authorized ROE of 9.80%.

| [added: *2023] Rate [removed: case filings] [added: Case Filings:*] | | | | | | [removed: (1,057)] | | | | | | [removed: —] | | | | | | [removed: (1,057)] | | | [added: | | | | | | | | | | | |]

| Other ratemaking activity | | | | | | [removed: 353] [added: 1,320] | | | | | | — | | | | | | [removed: 353] [added: 1,320] | | |

The following ratemaking efforts seeking [removed: $144.5] [added: $264.6] million in annual operating income were initiated during fiscal [removed: 2022] [added: 2023] but had not been completed or implemented as of September 30, [removed: 2022:][added: 2023:]

| Kentucky/Mid-States | | | | | | Infrastructure Mechanism | | | | | | Virginia [removed: (1)] [added: (3)] | | | | | | [removed: 477] [added: 672] | | |

| Kentucky/Mid-States | | | | | | Infrastructure Mechanism | | | | | | Kentucky [removed: (2)] [added: (4)] | | | | | | [removed: 1,904] [added: 3,424] | | |

| Mid-Tex | | | | | | Formula Rate Mechanism | | | | | | Mid-Tex Cities [removed: (3)] [added: (5)] | | | | | | [removed: 92,615] [added: 113,768] | | |

| Mississippi | | | | | | Infrastructure Mechanism | | | | | | Mississippi [removed: (4)] | | | | | | [removed: 10,006] [added: 10,969] | | |

| Mississippi | | | | | | Formula Rate Mechanism | | | | | | Mississippi [removed: (4)] | | | | | | [removed: 15,700] [added: 13,793] | | |

| West Texas | | | | | | Formula Rate Mechanism | | | | | | West Texas Cities [removed: (5)] [added: (6)] | | | | | | [removed: 8,208] [added: 10,085] | | |

[removed: (1)] [added: (3)] On [removed: August 12, 2022,] [added: September 11, 2023,] the State Corporation Commission of Virginia approved a rate increase of [removed: $0.5] [added: $0.6] million effective October 1, [removed: 2022.][added: 2023.]

[removed: (2)] [added: (4)] On [removed: August 12, 2022,] [added: September 29, 2023,] the Kentucky Public Service Commission approved a rate increase of [removed: $1.9] [added: $2.9] million effective October [removed: 2, 2022, subject to refund.][added: 1, 2023.]

New rates were implemented on October 1, [removed: 2022.][added: 2023.]

[removed: (5)] [added: (6)] The West Texas Cities approved a rate increase of [removed: $7.3] [added: $8.6] million.

| Kentucky/Mid-States | | | | | | Kentucky | | | | | | 220 | | | | | | 185,630 | | |

| | | | | | | Tennessee | | | | | | | | | | | | 165,267 | | |

| | | | | | | Virginia | | | | | | | | | | | | 25,083 | | |

| Louisiana | | | | | | Louisiana | | | | | | 270 | | | | | | 378,483 | | |

| | | | | | | Kansas | | | | | | | | | | | | 142,292 | | |

| Colorado-Kansas | | | | | | Colorado | | | | | | 05/14/2023 | | | | | | 229,565 | | | | | | 7.00% | | | | | | 42-45/55-58 | | | 9.3% - 9.6% | | |

| | | | | | | Colorado SSIR | | | | | | 01/01/2023 | | | | | | 31,993 | | | | | | 7.00% | | | | | | 42-45/55-58 | | | 9.3% - 9.6% | | |

| | | | | | | Kansas | | | | | | 05/09/2023 | | | | | | 295,070 | | | | | | (4) | | | | | | (4) | | | (4) | | |

| | | | | | | Kentucky-PRP | | | | | | 10/02/2022 | | | | | | 14,375 | | | | | | 6.94% | | | | | | 45/55 | | | 9.45% | | |

| | | | | | | Tennessee | | | | | | 06/01/2023 | | | | | | 499,447 | | | | | | 7.58% | | | | | | 38/62 | | | 9.80% | | |

| Louisiana | | | | | | Louisiana | | | | | | 07/01/2023 | | | | | | 1,094,373 | | | | | | 7.30% | | | | | | (4) | | | (4) | | |

| Mid-Tex | | | | | | Mid-Tex Cities(7) | | | | | | 10/01/2022 | | | | | | 5,234,981(6) | | | | | | 7.28% | | | | | | 42/58 | | | 9.80% | | |

| | | | | | | Mid-Tex — Dallas | | | | | | 09/01/2023 | | | | | | 5,904,692(6) | | | | | | 7.43% | | | | | | 40/60 | | | 9.80% | | |

| Mississippi | | | | | | Mississippi | | | | | | 11/01/2022 | | | | | | 525,348 | | | | | | 7.53% | | | | | | (4) | | | (4) | | |

| | | | | | | Mississippi - SIR | | | | | | 11/01/2022 | | | | | | 390,276 | | | | | | 7.53% | | | | | | (4) | | | (4) | | |

| | | | | | | West Texas - Environs | | | | | | 06/01/2023 | | | | | | 958,159(9) | | | | | | 7.97% | | | | | | 40/60 | | | 9.80% | | |

| | | | | | | West Texas - Triangle | | | | | | 06/01/2023 | | | | | | 56,279 | | | | | | 7.71% | | | | | | 40/60 | | | 9.80% | | |

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

(5)On October 24, 2023, APT and the intervening parties in its general rate case filed a Joint Notice of Settlement and Proposed Order.

The settlement proposes a rate base of $4.3 billion, an authorized return of 8.49%, a debt/equity ratio of 40/60 and an authorized ROE of 11.45%.

We anticipate the settlement agreement will be on the RRC's agenda for its December 13, 2023 meeting.

| *2023 Filings:* | | | | | | | | | | | | | | | | | | | | |

| Annual formula rate mechanisms | | | | | | $ | 258,824 | | | | | $ | (1,099) | | | | | $ | 257,725 | |

| Total 2023 Filings | | | | | | $ | 263,084 | | | | | $ | 5,692 | | | | | $ | 268,776 | |

| Atmos Pipeline - Texas | | | | | | Rate Case | | | | | | Texas (1) | | | | | | $ | 107,417 | |

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

| Colorado-Kansas | | | | | | Infrastructure Mechanism | | | | | | Kansas (2) | | | | | | 1,755 | | |

| Kentucky/Mid-States | | | | | | Rate Case | | | | | | Virginia | | | | | | 2,752 | | |

| | | | | | | | | | | | | | | | | | | $ | 264,635 | |

(1) On October 24, 2023, APT and the intervening parties in its general rate case filed a Joint Notice of Settlement and Proposed Order.

We anticipate the settlement agreement will be on the RRC's agenda for its December 13, 2023 meeting.

If approved, the settlement would result in a $27.0 million increase in annual operating income, exclusive of the impact of the cessation of $36.9 million in excess deferred income tax refunds, which are substantially offset by a corresponding increase in income taxes.

New rates are anticipated to be implemented on January 1, 2024.

(2) The Kansas Corporation Commission approved the GSRS filing on November 2, 2023, with rates effective November 2, 2023.

(5) The Mid-Tex Cities approved a rate increase of $98.6 million.

| *2023 Filings:* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Louisiana | | | | | | Louisiana | | | | | | 12/2022 | | | | | | $ | 14,466 | | | | | $ | 17 | | | | | $ | 14,483 | | | | | 07/01/2023 | | |

| Mid-Tex | | | | | | DARR (1) | | | | | | 09/2022 | | | | | | 17,345 | | | | | | 51 | | | | | | 17,396 | | | | | | 06/14/2023 | | |

| West Texas | | | | | | Triangle | | | | | | 12/2022 | | | | | | 717 | | | | | | — | | | | | | 717 | | | | | | 06/01/2023 | | |

| West Texas | | | | | | Environs | | | | | | 12/2022 | | | | | | 1,332 | | | | | | — | | | | | | 1,332 | | | | | | 06/01/2023 | | |

| Kentucky/Mid-States | | | | | | Kentucky | | | | | | 230 | | | | | | 184,547 | | |

| | | | | | | Tennessee | | | | | | | | | | | | 162,392 | | |

| | | | | | | Virginia | | | | | | | | | | | | 24,898 | | |

| Louisiana | | | | | | Louisiana | | | | | | 270 | | | | | | 376,515 | | |

| | | | | | | Kansas | | | | | | | | | | | | 140,959 | | |

| Colorado-Kansas | | | | | | Colorado | | | | | | 05/03/2018 | | | | | | 134,726 | | | | | | 7.55% | | | | | | 44/56 | | | 9.45% | | |

| | | | | | | Colorado SSIR | | | | | | 01/01/2022 | | | | | | 98,695 | | | | | | 7.55% | | | | | | 44/56 | | | 9.45% | | |

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

| | | | | | | Kansas GSRS | | | | | | 02/01/2022 | | | | | | 35,612 | | | | | | 7.03% | | | | | | 44/56 | | | 9.10% | | |

| | | | | | | Kentucky-PRP | | | | | | 10/01/2020 | | | | | | 39,368 | | | | | | 7.49% | | | | | | 42/58 | | | 9.65% | | |

| | | | | | | Tennessee | | | | | | 07/01/2022 | | | | | | 447,448 | | | | | | 7.53% | | | | | | 39/61 | | | 9.80% | | |

| Louisiana | | | | | | Louisiana | | | | | | 07/01/2022 | | | | | | 942,422 | | | | | | 7.30% | | | | | | (4) | | | (4) | | |

| Mid-Tex | | | | | | Mid-Tex Cities(6) | | | | | | 12/01/2021 | | | | | | 4,394,489(5) | | | | | | 7.36% | | | | | | 42/58 | | | 9.80% | | |

| | | | | | | Mid-Tex — Dallas | | | | | | 05/25/2022 | | | | | | 5,051,984(5) | | | | | | 7.41% | | | | | | 41/59 | | | 9.80% | | |

| Mississippi | | | | | | Mississippi(7) | | | | | | 11/01/2021 | | | | | | 473,932 | | | | | | 7.81% | | | | | | (4) | | | (4) | | |

| | | | | | | Mississippi - SIR(7) | | | | | | 11/01/2021 | | | | | | 323,695 | | | | | | 7.81% | | | | | | (4) | | | (4) | | |

| West Texas | | | | | | West Texas Cities(8) (10) | | | | | | 12/01/2021 | | | | | | 758,951(9) | | | | | | 7.36% | | | | | | 42/58 | | | 9.80% | | |

(7)The Mississippi Public Service Commission approved a settlement at its meeting on October 4, 2022, which included a rate base of $915.6 million and an authorized return of 7.53%.

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

| Annual formula rate mechanisms | | | | | | $ | 160,857 | | | | | $ | — | | | | | $ | 160,857 | |

| Total 2020 Filings | | | | | | $ | 160,153 | | | | | $ | — | | | | | $ | 160,153 | |

| Colorado-Kansas | | | | | | Rate Case | | | | | | Colorado | | | | | | $ | 7,554 | |

| Colorado-Kansas | | | | | | Rate Case | | | | | | Kansas | | | | | | 7,989 | | |

| | | | | | | | | | | | | | | | | | | $ | 144,453 | |

(3) The Mid-Tex Cities approved a rate increase of $81.4 million, which includes $(0.4) million related to the return of excess deferred income taxes that will be offset by lower income tax expense.

(4) The Mississippi Public Service Commission (MPSC) approved an increase in operating income of $8.6 million for the SIR filing.

The MPSC also approved an increase in operating income of $12.2 million for the SRF filing, which includes $0.8 million related to the refund of excess deferred income taxes that will be offset by lower income tax expense.

New rates for both filings were implemented November 1, 2022.

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

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

| Louisiana | | | | | | Louisiana | | | | | | 12/2019 | | | | | | 14,781 | | | | | | — | | | | | | 14,781 | | | | | | 07/01/2020 | | |

| West Texas | | | | | | Environs (4) | | | | | | 12/2019 | | | | | | 1,031 | | | | | | — | | | | | | 1,031 | | | | | | 06/16/2020 | | |

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

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

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

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

| Mid-Tex | | | | | | Mid-Tex RRM Cities | | | | | | 12/2018 | | | | | | 34,380 | | | | | | — | | | | | | 34,380 | | | | | | 10/01/2019 | | |

| West Texas | | | | | | West Texas Cities RRM | | | | | | 12/2018 | | | | | | 4,879 | | | | | | — | | | | | | 4,879 | | | | | | 10/01/2019 | | |

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

(1) Rates were implemented on July 1, 2022, subject to refund.

See Note [removed: 13] [added: 14] to the consolidated financial statements, which is incorporated in this Item 3 by reference.

For the fiscal year ended September 30, [removed: 2022][added: 2023]

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: 2022,] [added: 2023,] was [removed: $16,491,263,629.][added: $16,116,913,880.]

As of November [removed: 7, 2022,] [added: 6, 2023,] the registrant had [removed: 140,900,576] [added: 148,496,108] 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: 8, 2023] [added: 7, 2024] are incorporated by reference into Part III of this report.

| [Glossary of Key [removed: Terms](#ida4f7f98a70343ee8162371bd239b9cc_10)] [added: Terms](#ia3afa9bc61d44e859db314a832b946b3_10)] | | | | | | [removed: [3](#ida4f7f98a70343ee8162371bd239b9cc_10)] [added: [3](#ia3afa9bc61d44e859db314a832b946b3_10)] | | |

| Item 1. | | | [removed: [Business](#ida4f7f98a70343ee8162371bd239b9cc_16)] [added: [Business](#ia3afa9bc61d44e859db314a832b946b3_16)] | | | [removed: [4](#ida4f7f98a70343ee8162371bd239b9cc_16)] [added: [4](#ia3afa9bc61d44e859db314a832b946b3_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ida4f7f98a70343ee8162371bd239b9cc_19)] [added: Factors](#ia3afa9bc61d44e859db314a832b946b3_19)] | | | [removed: [14](#ida4f7f98a70343ee8162371bd239b9cc_19)] [added: [14](#ia3afa9bc61d44e859db314a832b946b3_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ida4f7f98a70343ee8162371bd239b9cc_22)] [added: Comments](#ia3afa9bc61d44e859db314a832b946b3_22)] | | | [removed: [19](#ida4f7f98a70343ee8162371bd239b9cc_22)] [added: [18](#ia3afa9bc61d44e859db314a832b946b3_22)] | | |

| Item 2. | | | [removed: [Properties](#ida4f7f98a70343ee8162371bd239b9cc_25)] [added: [Properties](#ia3afa9bc61d44e859db314a832b946b3_25)] | | | [removed: [19](#ida4f7f98a70343ee8162371bd239b9cc_25)] [added: [19](#ia3afa9bc61d44e859db314a832b946b3_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ida4f7f98a70343ee8162371bd239b9cc_28)] [added: Proceedings](#ia3afa9bc61d44e859db314a832b946b3_28)] | | | [removed: [20](#ida4f7f98a70343ee8162371bd239b9cc_28)] [added: [20](#ia3afa9bc61d44e859db314a832b946b3_28)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [20](#ida4f7f98a70343ee8162371bd239b9cc_31)] [added: [20](#ia3afa9bc61d44e859db314a832b946b3_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ida4f7f98a70343ee8162371bd239b9cc_37)] [added: Securities](#ia3afa9bc61d44e859db314a832b946b3_37)] | | | [removed: [20](#ida4f7f98a70343ee8162371bd239b9cc_37)] [added: [20](#ia3afa9bc61d44e859db314a832b946b3_37)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ida4f7f98a70343ee8162371bd239b9cc_76)] [added: Operations](#ia3afa9bc61d44e859db314a832b946b3_79)] | | | [removed: [22](#ida4f7f98a70343ee8162371bd239b9cc_46)] [added: [22](#ia3afa9bc61d44e859db314a832b946b3_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ida4f7f98a70343ee8162371bd239b9cc_79)] [added: Risk](#ia3afa9bc61d44e859db314a832b946b3_82)] | | | [removed: [34](#ida4f7f98a70343ee8162371bd239b9cc_79)] [added: [33](#ia3afa9bc61d44e859db314a832b946b3_82)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ida4f7f98a70343ee8162371bd239b9cc_82)] [added: Data](#ia3afa9bc61d44e859db314a832b946b3_85)] | | | [removed: [35](#ida4f7f98a70343ee8162371bd239b9cc_82)] [added: [34](#ia3afa9bc61d44e859db314a832b946b3_85)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ida4f7f98a70343ee8162371bd239b9cc_178)] [added: Disclosure](#ia3afa9bc61d44e859db314a832b946b3_181)] | | | [removed: [85](#ida4f7f98a70343ee8162371bd239b9cc_178)] [added: [85](#ia3afa9bc61d44e859db314a832b946b3_181)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ida4f7f98a70343ee8162371bd239b9cc_181)] [added: Procedures](#ia3afa9bc61d44e859db314a832b946b3_184)] | | | [removed: [85](#ida4f7f98a70343ee8162371bd239b9cc_181)] [added: [85](#ia3afa9bc61d44e859db314a832b946b3_184)] | | |

| Item 9B. | | | [Other [removed: Information](#ida4f7f98a70343ee8162371bd239b9cc_184)] [added: Information](#ia3afa9bc61d44e859db314a832b946b3_187)] | | | [removed: [87](#ida4f7f98a70343ee8162371bd239b9cc_184)] [added: [87](#ia3afa9bc61d44e859db314a832b946b3_187)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ida4f7f98a70343ee8162371bd239b9cc_190)] [added: Governance](#ia3afa9bc61d44e859db314a832b946b3_193)] | | | [removed: [87](#ida4f7f98a70343ee8162371bd239b9cc_190)] [added: [87](#ia3afa9bc61d44e859db314a832b946b3_193)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ida4f7f98a70343ee8162371bd239b9cc_193)] [added: Compensation](#ia3afa9bc61d44e859db314a832b946b3_196)] | | | [removed: [88](#ida4f7f98a70343ee8162371bd239b9cc_193)] [added: [88](#ia3afa9bc61d44e859db314a832b946b3_196)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ida4f7f98a70343ee8162371bd239b9cc_196)] [added: Matters](#ia3afa9bc61d44e859db314a832b946b3_199)] | | | [removed: [88](#ida4f7f98a70343ee8162371bd239b9cc_196)] [added: [88](#ia3afa9bc61d44e859db314a832b946b3_199)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ida4f7f98a70343ee8162371bd239b9cc_199)] [added: Independence](#ia3afa9bc61d44e859db314a832b946b3_202)] | | | [removed: [88](#ida4f7f98a70343ee8162371bd239b9cc_199)] [added: [88](#ia3afa9bc61d44e859db314a832b946b3_202)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#ida4f7f98a70343ee8162371bd239b9cc_202)] [added: Services](#ia3afa9bc61d44e859db314a832b946b3_205)] | | | [removed: [88](#ida4f7f98a70343ee8162371bd239b9cc_202)] [added: [88](#ia3afa9bc61d44e859db314a832b946b3_205)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#ida4f7f98a70343ee8162371bd239b9cc_217)] [added: Schedules](#ia3afa9bc61d44e859db314a832b946b3_220)] | | | [removed: [88](#ida4f7f98a70343ee8162371bd239b9cc_208)] [added: [88](#ia3afa9bc61d44e859db314a832b946b3_211)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ida4f7f98a70343ee8162371bd239b9cc_211)] [added: Summary](#ia3afa9bc61d44e859db314a832b946b3_214)] | | | [removed: [93](#ida4f7f98a70343ee8162371bd239b9cc_211)] [added: [93](#ia3afa9bc61d44e859db314a832b946b3_214)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| Item 6. | | | [Reserved](#ia3afa9bc61d44e859db314a832b946b3_40) | | | [22](#ia3afa9bc61d44e859db314a832b946b3_40) | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ia3afa9bc61d44e859db314a832b946b3_15393162790793) | | | [87](#ia3afa9bc61d44e859db314a832b946b3_15393162790793) | | |

| | | | | | |

| AEK | | | Atmos Energy Kansas Securitization I, LLC | | |

| EDIT | | | Excess Deferred Income Taxes | | |

| | | | | | |

| | | | | | |

| Securitized Utility Tariff Bonds | | | Series 2023-A Senior Secured Securitized Utility Tariff Bonds | | |

| Securitized Utility Tariff Property | | | As defined in the financing order issued by the KCC in October 2022 | | |

| | | | | | |

| Item 6. | | | [Selected Financial Data](#ida4f7f98a70343ee8162371bd239b9cc_40) | | | [22](#ida4f7f98a70343ee8162371bd239b9cc_40) | | |

| Adjusted diluted net income per share | | | Non-GAAP measure defined as diluted net income per share before the one-time, non-cash income tax benefit | | |

| Adjusted net income | | | Non-GAAP measure defined as net income before the one-time, non-cash income tax benefit | | |

| FASB | | | Financial Accounting Standards Board | | |

| LIBOR | | | London Interbank Offered Rate | | |

| NTSB | | | National Transportation Safety Board | | |

[removed: At September 30, 2022, in] [added: In] our distribution segment, we owned an aggregate of [removed: 73,243] [added: 73,689] miles of underground distribution and transmission mains throughout our distribution systems.

Through our pipeline and storage segment we [removed: also] owned [removed: 5,652] [added: 5,645] miles of gas transmission lines.

The following table summarizes certain information regarding our underground gas storage facilities at September 30, [removed: 2022:][added: 2023:]

| State | | | | | | [removed: Usable] [added: Working] Capacity (Mcf) | | | | | | [removed: Cushion Gas] [added: Base Gas] (Mcf)(1) | | | | | | Total Capacity (Mcf) | | | | | | Maximum Daily Delivery Capability (Mcf) | | |

| Texas | | | | | | [removed: 46,083,549] [added: 53,083,549] | | | | | | [removed: 15,878,025] [added: 19,678,025] | | | | | | [removed: 61,961,574] [added: 72,761,574] | | | | | | [removed: 1,710,000] [added: 2,460,000] | | |

| *Total* | | | | | | [removed: 46,494,589] [added: 53,494,589] | | | | | | [removed: 16,134,925] [added: 19,934,925] | | | | | | [removed: 62,629,514] [added: 73,429,514] | | | | | | [removed: 1,766,000] [added: 2,516,000] | | |

| Total | | | | | | [removed: 59,598,151] [added: 66,598,151] | | | | | | [removed: 30,440,125] [added: 34,240,125] | | | | | | [removed: 90,038,276] [added: 100,838,276] | | | | | | [removed: 1,973,796] [added: 2,723,796] | | |

[removed: (1)Cushion] [added: (1)Base] gas represents the volume of gas that must be retained in a facility to maintain reservoir pressure.

The following table summarizes our contracted storage capacity at September 30, [removed: 2022:][added: 2023:]

| Segment | | | | | | Division/Company | | | | | | Maximum Storage Quantity (MMBtu) | | | | | | Maximum Daily Withdrawal Quantity [removed: (MDWQ)(1)] [added: (Mcf)(1)] | | |

| | | | | | | Colorado-Kansas Division | | | | | | 6,343,728 | | | | | | [removed: 147,965] [added: 147,692] | | |

| | | | | | | Mid-Tex Division | | | | | | [removed: 6,000,000] [added: 5,500,000] | | | | | | [removed: 230,000] [added: 210,000] | | |

| | | | | | | Mississippi Division | | | | | | [removed: 5,299,536] [added: 5,799,536] | | | | | | [removed: 202,764] [added: 222,764] | | |

| *Total* | | | | | | | | | | | | 33,413,242 | | | | | | [removed: 1,145,814] [added: 1,145,541] | | |

| Total Contracted Storage Capacity | | | | | | | | | | | | 34,413,242 | | | | | | [removed: 1,193,314] [added: 1,193,041] | | |

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: 2022] [added: 2023] and [removed: 2021] [added: 2022] are listed below.

| | | | | | | Fiscal [removed: 2022] [added: 2023] | | | | | | Fiscal [removed: 2021] [added: 2022] | | |

As of October 31, [removed: 2022,] [added: 2023,] there were [removed: 10,052] [added: 9,543] holders of record of our common stock.

We sold no securities during fiscal [removed: 2022] [added: 2023] that were not registered under the Securities Act of 1933, as amended.

The graph and table below assume that $100.00 was invested on September 30, [removed: 2017] [added: 2018] in our common stock, the S&P 500 and the S&P 500 Utilities Industry [removed: Index ax,] [added: Index,] as well as a reinvestment of dividends paid on such investments throughout the period.

[removed: ][added: ]

| | | | [removed: 9/30/2017] [added: 9/30/2018] | | | | | | [removed: 9/30/2018] [added: 9/30/2019] | | | | | | [removed: 9/30/2019] [added: 9/30/2020] | | | | | | [removed: 9/30/2020] [added: 9/30/2021] | | | | | | [removed: 9/30/2021] [added: 9/30/2022] | | | | | | [removed: 9/30/2022] [added: 9/30/2023] | | |

The following table sets forth the number of securities authorized for issuance under our equity compensation plans at September 30, [removed: 2022.][added: 2023.]

| Total equity compensation plans approved by security holders | | | [removed: 696,744] [added: 754,445] | | | | | | — | | | | | | [removed: 874,481] [added: 631,409] | | |

(1)Comprised of a total of [removed: 301,403] [added: 298,748] time-lapse restricted stock units, [removed: 195,184] [added: 206,140] director share units and [removed: 200,157] [added: 249,557] performance-based restricted stock units at the target level of performance granted under our 1998 Long-Term Incentive Plan.

| December 31 | | | | | | $ | 0.74 | | | | | $ | 0.68 | |

| March 31 | | | | | | 0.74 | | | | | | 0.68 | | |

| June 30 | | | | | | 0.74 | | | | | | 0.68 | | |

| September 30 | | | | | | 0.74 | | | | | | 0.68 | | |

| | | | | | | $ | 2.96 | | | | | $ | 2.72 | |

| Atmos Energy Corporation | | | 100.00 | | | | | | 123.80 | | | | | | 106.18 | | | | | | 100.53 | | | | | | 119.08 | | | | | | 127.01 | | |

| S&P 500 Stock Index | | | 100.00 | | | | | | 104.25 | | | | | | 120.05 | | | | | | 156.07 | | | | | | 131.92 | | | | | | 160.44 | | |

| S&P 500 Utilities Stock Index | | | 100.00 | | | | | | 127.10 | | | | | | 120.79 | | | | | | 134.09 | | | | | | 141.56 | | | | | | 131.63 | | |

| 1998 Long-Term Incentive Plan | | | 754,445 | | | (1) | | | $ | — | | | | | 631,409 | | |

| Total | | | 754,445 | | | | | | $ | — | | | | | 631,409 | | |

| December 31 | | | | | | $ | 0.680 | | | | | $ | 0.625 | |

| March 31 | | | | | | 0.680 | | | | | | 0.625 | | |

| June 30 | | | | | | 0.680 | | | | | | 0.625 | | |

| September 30 | | | | | | 0.680 | | | | | | 0.625 | | |

| | | | | | | $ | 2.72 | | | | | $ | 2.50 | |

| Atmos Energy Corporation | | | 100.00 | | | | | | 114.53 | | | | | | 141.78 | | | | | | 121.61 | | | | | | 115.14 | | | | | | 136.38 | | |

| S&P 500 Stock Index | | | 100.00 | | | | | | 117.91 | | | | | | 122.93 | | | | | | 141.55 | | | | | | 184.02 | | | | | | 155.55 | | |

| S&P 500 Utilities Stock Index | | | 100.00 | | | | | | 102.93 | | | | | | 130.82 | | | | | | 124.32 | | | | | | 138.01 | | | | | | 145.71 | | |

| 1998 Long-Term Incentive Plan | | | 696,744 | | | (1) | | | $ | — | | | | | 874,481 | | |

| Total | | | 696,744 | | | | | | $ | — | | | | | 874,481 | | |

No disclosure required by Regulation S-K.

| [Report of independent registered public accounting [removed: firm](#ida4f7f98a70343ee8162371bd239b9cc_85)] [added: firm](#ia3afa9bc61d44e859db314a832b946b3_88)] (PCAOB ID: 42) | | | [removed: [36](#ida4f7f98a70343ee8162371bd239b9cc_85)] [added: [35](#ia3afa9bc61d44e859db314a832b946b3_88)] | | |

| [Consolidated balance sheets at September 30, [removed: 2022 and 2021](#ida4f7f98a70343ee8162371bd239b9cc_88)] [added: 202](#ia3afa9bc61d44e859db314a832b946b3_91)[3](#ia3afa9bc61d44e859db314a832b946b3_91) [and 202](#ia3afa9bc61d44e859db314a832b946b3_91)[2](#ia3afa9bc61d44e859db314a832b946b3_91)] | | | [removed: [38](#ida4f7f98a70343ee8162371bd239b9cc_88)] [added: [37](#ia3afa9bc61d44e859db314a832b946b3_91)] | | |

| [Consolidated statements of comprehensive income for the years ended September 30, [removed: 2022, 2021 and 2020](#ida4f7f98a70343ee8162371bd239b9cc_91)] [added: 202](#ia3afa9bc61d44e859db314a832b946b3_94)[3](#ia3afa9bc61d44e859db314a832b946b3_94)[, 202](#ia3afa9bc61d44e859db314a832b946b3_94)[2](#ia3afa9bc61d44e859db314a832b946b3_94) [and](#ia3afa9bc61d44e859db314a832b946b3_94) [2021](#ia3afa9bc61d44e859db314a832b946b3_94)] | | | [removed: [39](#ida4f7f98a70343ee8162371bd239b9cc_91)] [added: [38](#ia3afa9bc61d44e859db314a832b946b3_94)] | | |

| [Consolidated statements of shareholders' equity for the years ended September 30, [removed: 2022, 2021 and 2020](#ida4f7f98a70343ee8162371bd239b9cc_94)] [added: 202](#ia3afa9bc61d44e859db314a832b946b3_97)[3](#ia3afa9bc61d44e859db314a832b946b3_97)[, 202](#ia3afa9bc61d44e859db314a832b946b3_97)[2](#ia3afa9bc61d44e859db314a832b946b3_97) [and](#ia3afa9bc61d44e859db314a832b946b3_97) [2021](#ia3afa9bc61d44e859db314a832b946b3_97)] | | | [removed: [40](#ida4f7f98a70343ee8162371bd239b9cc_94)] [added: [39](#ia3afa9bc61d44e859db314a832b946b3_97)] | | |

| [Consolidated statements of cash flow for the years ended September 30, [removed: 2022, 2021 and 2020](#ida4f7f98a70343ee8162371bd239b9cc_97)] [added: 202](#ia3afa9bc61d44e859db314a832b946b3_100)[3](#ia3afa9bc61d44e859db314a832b946b3_100)[, 202](#ia3afa9bc61d44e859db314a832b946b3_100)[2](#ia3afa9bc61d44e859db314a832b946b3_100) [and](#ia3afa9bc61d44e859db314a832b946b3_100) [2021](#ia3afa9bc61d44e859db314a832b946b3_100)] | | | [removed: [41](#ida4f7f98a70343ee8162371bd239b9cc_97)] [added: [40](#ia3afa9bc61d44e859db314a832b946b3_100)] | | |

| [Notes to consolidated financial [removed: statements](#ida4f7f98a70343ee8162371bd239b9cc_100)] [added: statements](#ia3afa9bc61d44e859db314a832b946b3_103)] | | | [removed: [42](#ida4f7f98a70343ee8162371bd239b9cc_100)] [added: [42](#ia3afa9bc61d44e859db314a832b946b3_103)] | | |

We have audited the accompanying consolidated balance sheets of Atmos Energy Corporation (the Company) as of September 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended September 30, [removed: 2022,] [added: 2023,] in conformity with U.S. 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: 2022,] [added: 2023,] based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated November 14, [removed: 2022] [added: 2023] expressed an unqualified opinion thereon.

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Property, plant and equipment | | | $ | [removed: 19,402,271] [added: 21,958,447] | | | | | $ | [removed: 17,258,547] [added: 19,402,271] | |

| Construction in progress | | | [removed: 835,868] [added: 939,927] | | | | | | [removed: 626,551] [added: 835,868] | | |

| Less accumulated depreciation and amortization | | | [removed: 2,997,900] [added: 3,291,791] | | | | | | [removed: 2,821,128] [added: 2,997,900] | | |

| Net property, plant and equipment | | | [removed: 17,240,239] [added: 19,606,583] | | | | | | [removed: 15,063,970] [added: 17,240,239] | | |

| Cash and cash equivalents [added: and restricted cash and cash equivalents at beginning of year] | | | 51,554 | | | | | | 116,723 | | | [added: | | | 20,808 | | |]

| Accounts receivable, less allowance for uncollectible accounts of [removed: $49,993] [added: $40,840] in [removed: 2022] [added: 2023] and [removed: $64,471] [added: $49,993] in [removed: 2021] [added: 2022] | | | [removed: 363,708] [added: 328,654] | | | | | | [removed: 342,967] [added: 363,708] | | |

| Gas stored underground | | | [removed: 357,941] [added: 245,830] | | | | | | [removed: 178,116] [added: 357,941] | | |

| Other current assets (See Note [removed: 9)] [added: 3)] | | | [removed: 2,274,490] [added: 292,036] | | | | | | [removed: 2,200,909] [added: 2,274,490] | | |

| Total current assets | | | [removed: 3,047,693] [added: 885,768] | | | | | | [removed: 2,838,715] [added: 3,047,693] | | |

| Deferred charges and other assets [removed: (See Note 9)] | | | [removed: 1,173,800] [added: 1,201,158] | | | | | | [removed: 974,720] [added: 1,173,800] | | |

| Common stock, no par value (stated at $0.005 per share); 200,000,000 shares authorized; issued and outstanding: [removed: 2022] [added: 2023] — [removed: 140,896,598] [added: 148,492,783] shares; [removed: 2021] [added: 2022] — [removed: 132,419,754] [added: 140,896,598] shares | | | $ | [removed: 704] [added: 742] | | | | | $ | [removed: 662] [added: 704] | |

| Additional paid-in capital | | | [removed: 5,838,118] [added: 6,684,120] | | | | | | [removed: 5,023,751] [added: 5,838,118] | | |

| Accumulated other comprehensive income | | | [removed: 369,112] [added: 518,528] | | | | | | [removed: 69,803] [added: 369,112] | | |

| Retained earnings | | | [removed: 3,211,157] [added: 3,666,674] | | | | | | [removed: 2,812,673] [added: 3,211,157] | | |

| Shareholders’ equity | | | [removed: 9,419,091] [added: 10,870,064] | | | | | | [removed: 7,906,889] [added: 9,419,091] | | |

| Long-term debt | | | [removed: 5,760,647] [added: 6,554,133] | | | | | | [removed: 4,930,205] [added: 5,760,647] | | |

| Total capitalization | | | [removed: 15,179,738] [added: 17,509,275] | | | | | | [removed: 12,837,094] [added: 15,179,738] | | |

| Commitments and contingencies (See Note [removed: 13)] [added: 14)] | | | | | | | | | | | |

| Accounts payable and accrued liabilities | | | [removed: 496,019] [added: 336,083] | | | | | | [removed: 423,222] [added: 496,019] | | |

| Other current liabilities | | | [removed: 720,157] [added: 763,086] | | | | | | [removed: 686,681] [added: 720,157] | | |

| Short-term debt | | | [removed: 184,967] [added: 241,933] | | | | | | [removed: —] [added: 184,967] | | |

| Current maturities of long-term debt | | | [removed: 2,201,457] [added: 1,568] | | | | | | [removed: 2,400,452] [added: 2,201,457] | | |

| Total current liabilities | | | [removed: 3,602,600] [added: 1,352,592] | | | | | | [removed: 3,510,355] [added: 3,602,600] | | |

| Deferred income taxes | | | [removed: 1,999,505] [added: 2,304,974] | | | | | | [removed: 1,705,809] [added: 1,999,505] | | |

| Regulatory excess deferred taxes (See Note [removed: 14)] [added: 15)] | | | [removed: 385,213] [added: 253,212] | | | | | | [removed: 549,227] [added: 385,213] | | |

| Regulatory cost of removal obligation | | | [removed: 487,631] [added: 497,017] | | | | | | [removed: 468,688] [added: 487,631] | | |

| Deferred credits and other liabilities | | | [removed: 538,302] [added: 599,898] | | | | | | [removed: 537,489] [added: 538,302] | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Distribution segment | | | $ | [removed: 4,035,194] [added: 4,099,690] | | | | | $ | [removed: 3,241,973] [added: 4,035,194] | | | | | $ | [removed: 2,626,993] [added: 3,241,973] | |

| Pipeline and storage segment | | | [removed: 693,660] [added: 785,174] | | | | | | [removed: 637,347] [added: 693,660] | | | | | | [removed: 609,339] [added: 637,347] | | |

| | | | Regulation | | |

| *Description of the Matter* | | | As discussed in Note 3 to the consolidated financial statements, the Company’s distribution and pipeline and storage operations are subject to regulation with respect to rates, service, maintenance of accounting records and various other matters by the respective regulatory authorities in the states in which they operate. The Company’s accounting policies recognize the financial effects of the ratemaking and accounting practices and policies of the various regulatory commissions and are subject to accounting principles for rate-regulated activities. As a result, certain costs are permitted to be capitalized rather than expensed because they can be recovered through rates. The Company records certain costs as regulatory assets when future recovery through customer rates is considered probable. Regulatory liabilities are recorded when it is probable that revenues will be reduced for amounts that will be credited to customers through the ratemaking process. The amounts to be recovered or recognized are based upon the Company’s historical experience and understanding of the regulations. As described in Note 3, the proceeds received related to the securitization of the costs related to the Winter Storm Uri event reflected the recovery of the related regulatory asset. As of September 30, 2023, there were $554.9 million of deferred costs included in regulatory assets and $1,284.3 million of regulatory liabilities awaiting cash outflow or potential refund. Auditing the effects of regulatory matters is complex as it requires specialized knowledge of rate-regulated activities and assessments as to matters that could affect the recording or updating of regulatory assets and liabilities, including the securitization of the costs related to Winter Storm Uri. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company's accounting for regulatory assets and liabilities, including, among others, controls over management's assessment of the likelihood of approval by regulators for new matters and controls over the evaluation on rulings with regulatory bodies on existing regulatory assets and liabilities, including factors that may affect the timing or nature of recoverability. We performed audit procedures that included, among others, examining evidence of correspondence with regulatory bodies to test that the Company appropriately evaluated information obtained from regulatory rulings. For example, we assessed the recoverability and completeness of various regulatory assets and liabilities, considering information obtained from regulatory rulings. In addition, we tested that amortization of regulatory assets and liabilities corresponded to relevant regulatory rulings. | | |

November 14, 2023

| | | | 2023 | | | | | | 2022 | | |

| | | | 22,898,374 | | | | | | 20,238,139 | | |

| Restricted cash and cash equivalents (See Note 10) | | | 3,844 | | | | | | — | | |

| Cash and cash equivalents and restricted cash and cash equivalents | | | 19,248 | | | | | | 51,554 | | |

| Securitized intangible asset, less accumulated amortization of $1,398 in 2023 (See Note 10) | | | 92,202 | | | | | | — | | |

| | | | $ | 22,516,968 | | | | | $ | 22,192,989 | |

| Securitized long-term debt (See Note 10) | | | 85,078 | | | | | | — | | |

| Current maturities of securitized long-term debt (See Note 10) | | | 9,922 | | | | | | — | | |

| | | | $ | 22,516,968 | | | | | $ | 22,192,989 | |

| Net income | | | $ | 885,862 | | | | | $ | 774,398 | | | | | $ | 665,563 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 885,862 | | | | | | 885,862 | | |

| Public offering | | | 7,272,261 | | | | | | 36 | | | | | | 806,913 | | | | | | — | | | | | | — | | | | | | 806,949 | | |

| Retirement savings plan | | | 69,716 | | | | | | 1 | | | | | | 7,965 | | | | | | — | | | | | | — | | | | | | 7,966 | | |

| 1998 Long-term incentive plan | | | 189,337 | | | | | | 1 | | | | | | 2,107 | | | | | | — | | | | | | — | | | | | | 2,108 | | |

| Balance, September 30, 2023 | | | 148,492,783 | | | | | | $ | 742 | | | | | $ | 6,684,120 | | | | | $ | 518,528 | | | | | $ | 3,666,674 | | | | | $ | 10,870,064 | |

| Net income | | | $ | 885,862 | | | | | $ | 774,398 | | | | | $ | 665,563 | |

CONSOLIDATED STATEMENTS OF CASH FLOWS

(continued)

| Proceeds from issuance of securitized long-term debt by AEK | | | 95,000 | | | | | | — | | | | | | — | | |

| Proceeds from term loan | | | 2,020,000 | | | | | | — | | | | | | — | | |

| Repayment of term loan | | | (2,020,000) | | | | | | — | | | | | | — | | |

| Securitized debt issuance costs | | | (1,273) | | | | | | — | | | | | | — | | |

See accompanying notes to consolidated financial statements.

Reclassification — Certain reclassifications have been made to prior period amounts to conform to current period presentation.

Restricted cash and cash equivalents — Restricted cash and cash equivalents consists of funds that are contractually or legally restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on our consolidated balance sheets.

Restricted cash and cash equivalents accounts were established for payment of Securitized Utility Tariff Bonds issuance costs and payment of debt service on those bonds as well as certain ongoing costs of Atmos Energy Kansas Securitization I, LLC (AEK).

Securitized intangible asset — Our securitized intangible asset is recorded on AEK and represents the Securitized Utility Tariff Property acquired from Atmos Energy in fiscal 2023.

See Note 10 to the consolidated financial statements.

The securitized intangible asset is stated at cost, net of accumulated amortization, and is amortized over the life of the asset in proportion to the pattern of economic benefit based on expected future undiscounted cash flows.

At the end of its life, this securitized intangible asset will have no residual value.

No impairment losses were recorded for our long-lived assets during the fiscal years ended September 30, 2023, 2022 and 2021.

We test goodwill for impairment at the reporting unit level on an annual basis and between annual tests

The Level

We recognize accrued interest

Regulation

Our distribution and pipeline and storage operations are subject to regulation with respect to rates, service, maintenance of accounting records and various other matters by the respective regulatory authorities in the states in which we operate, which creates regulatory assets and liabilities that are recovered from or refunded to customers over time through the ratemaking process.

| | | | Determination of Capital Costs | | |

| *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, 2022, the Company capitalized approximately $2.4 billion of construction-related costs for regulated property, plant and equipment. Auditing management’s identification of capital additions and maintenance and repairs expense involved significant effort and auditor judgment. These amounts have both a higher magnitude and a higher likelihood of potential misstatement. As a cost-based, rate-regulated entity, the rates charged to customers are designed to recover the entity’s costs and provide a rate of return on rate base. Net property, plant and equipment is the most significant component of the Company’s rate base. As a result, inappropriate capitalization of costs could affect the amount, timing and classification of revenues and expenses in the financial statements. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over the initial determination and approval of expenditures for either capital additions or maintenance and repair. For example, we selected a sample of projects initiated during the year to evaluate the effectiveness of management’s review controls to determine the proper categorization of project expenditures as either capitalizable costs or current-period expense. Our audit procedures included, among others, testing a sample of projects initiated during the year, including the evaluation of the nature of the project, with Company personnel outside of accounting and financial reporting. For example, we evaluated project setup through inspection of each project’s description for compliance with the Company’s capitalization policy as described in Note 2 and a series of inquiries of the project approver to understand how they assessed whether projects should be treated as capital or expense. Other audit procedures included evaluating whether the descriptions and amounts included on third-party invoices either support or contradict the project classification as capital, evaluating the appropriateness of individuals capitalizing direct labor charges to projects by assessing the relevance of their job function to the capital project, and recalculating other overhead costs capitalized to projects. | | |

November 14, 2022

| | | | 20,238,139 | | | | | | 17,885,098 | | |

| | | | $ | 22,192,989 | | | | | $ | 19,608,662 | |

| Balance, September 30, 2019 | | | 119,338,925 | | | | | | $ | 597 | | | | | $ | 3,712,194 | | | | | $ | (114,583) | | | | | $ | 2,152,015 | | | | | $ | 5,750,223 | |

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

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

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

| 1998 Long-term incentive plan | | | 254,706 | | | | | | 1 | | | | | | 2,748 | | | | | | — | | | | | | — | | | | | | 2,749 | | |

| One-time income tax benefit | | | — | | | | | | — | | | | | | (20,962) | | |

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

liabilities.

| | | | $ | 2,605,372 | | | | | $ | 2,521,441 | |

| | | | $ | 1,358,907 | | | | | $ | 1,424,195 | |

(2)Includes extraordinary gas costs incurred during Winter Storm Uri and related carrying costs.

This amount is recorded within other current assets and deferred charges and other assets on the consolidated balance sheet as of September 30, 2022 and 2021.

See Notes 12 and 14 to the consolidated financial statements for further information.

APT provides transportation and storage services to our

Lease accounting — We adopted the provisions of the new lease accounting standard beginning on October 1, 2019.

Results for reporting periods beginning on October 1, 2019 are presented under the new lease accounting standard and prior periods are presented under the former lease accounting standard.

Upon adoption, we recorded right of use (ROU) assets and lease liabilities within the consolidated balance sheet.

certain the option will be exercised.

On October 1, 2020, we adopted new accounting guidance that introduced an impairment recognition model for available-for-sale debt securities that requires credit losses to be recorded through an allowance account.

recovery is considered probable.

Recent accounting pronouncements

*Accounting pronouncements adopted in fiscal 2022*

In November 2021, the Financial Accounting Standards Board (FASB) issued guidance which will require disclosure about government assistance in the notes to the financial statements.

The amendment requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy, including information about the nature of the transactions and the related accounting policy used to account for the transactions, the line items on the balance sheet and income statement that are affected by the transactions and the significant terms and conditions of the transactions, including commitments and contingencies.

The amendment was effective for us beginning October 1, 2022; however, we elected to adopt this amendment during the first quarter of fiscal 2022 as permitted by the guidance.

As the guidance is related only to disclosures in the notes to the financial statements, there was no impact on our financial position, results of operations or cash flows.

In March 2020, the FASB issued optional guidance which will ease the potential burden in accounting for 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).

As discussed in Note 7, on March 31, 2022, we amended and restated our $1.5 billion credit facility and our $900 million unsecured revolving credit agreement which, among other things, included amending the interest rate provisions applicable to borrowings under this agreement to utilize the secured overnight financing rate as the reference rate, rather than LIBOR.

In addition, we have evaluated the temporary expedients and options available under this guidance and identified the financial instruments to which the expedients could be applied, if deemed necessary.

As of September 30, 2022, we have not applied any expedients or options available under these Accounting Standards Updates.

| 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 | | |

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: 2022] [added: 2023] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] consolidated financial statements of the Company and our report dated November 14, [removed: 2022] [added: 2023] 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: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

| November 14, 2023 | | | | | | | | |

November 14, 2023

| November 14, 2022 | | | | | | | | |

November 14, 2022

During the three months ended September 30, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Not applicable.

PART III

Not applicable.

PART III

| | | | | | |

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

Information regarding directors is incorporated herein by reference to the Company’s Definitive Proxy Statement for the Annual Meeting of Shareholders on February [removed: 8, 2023.][added: 7, 2024.]

The following table sets forth certain information as of September 30, [removed: 2022,] [added: 2023,] regarding the executive officers of the Company.

| John K. Akers | | | | | | [removed: 59] [added: 60] | | | | | | [removed: 31] [added: 32] | | | | | | President, Chief Executive Officer and Director | | |

| Christopher T. Forsythe | | | | | | [removed: 51] [added: 52] | | | | | | [removed: 19] [added: 20] | | | | | | Senior Vice President and Chief Financial Officer | | |

| John S. McDill | | | | | | [removed: 58] [added: 59] | | | | | | [removed: 35] [added: 36] | | | | | | Senior Vice President, Utility Operations | | |

| Karen E. Hartsfield | | | | | | [removed: 52] [added: 53] | | | | | | [removed: 7] [added: 8] | | | | | | Senior Vice President, General Counsel and Corporate Secretary | | |

| John M. Robbins | | | | | | [removed: 52] [added: 53] | | | | | | [removed: 9] [added: 10] | | | | | | Senior Vice President, Human Resources | | |

[removed: Ms. Hartsfield joined the Company in June 2015, after having served in private practice for 19 years,] most recently as Managing Partner of Jackson Lewis LLP in its Dallas office from July 2013 to June 2015.

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 [added: Directors is incorporated herein by reference to the Company’s Definitive Proxy Statement for the Annual Meeting of Shareholders on February 7, 2024.]

Ms. Hartsfield joined the Company in June 2015, after having served in private practice for 19 years,

Directors is incorporated herein by reference to the Company’s Definitive Proxy Statement for the Annual Meeting of Shareholders on February 8, 2023.

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: 8, 2023,] [added: 7, 2024,] under the captions "Director Compensation," "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: 8, 2023,] [added: 7, 2024,] 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: 8, 2023,] [added: 7, 2024,] under the heading "Corporate Governance and Other Board Matters," and "Proposal One – Election of Directors."

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: 8, 2023,] [added: 7, 2024,] under the heading "Proposal Two – Ratification of Appointment of Independent Registered Public Accounting Firm."

| 3.3 | | | | | | Amended and Restated Bylaws of Atmos Energy Corporation (as of [removed: February 5, 2019)] [added: August 4, 2023)] | | | | | | [Exhibit 3.1 to Form 8-K dated [removed: February 5, 2019] [added: August 1, 2023] (File No. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000073180219000009/ato20190211exhibit31.htm)] [added: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312523203859/d517403dex31.htm)] | | |

| [removed: 4.6(a)] [added: 4.9(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)](http://www.sec.gov/Archives/edgar/data/731802/0000950134-98-006211.txt) | | |

| [removed: 4.6(b)] [added: 4.9(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)](http://www.sec.gov/Archives/edgar/data/731802/000095013404017924/d20385exv10w2xgy.txt) | | |

| [removed: 4.6(c)] [added: 4.9(c)] | | | | | | Officers' Certificate dated June 10, 2011 | | | | | | [Exhibit 4.1 to Form 8-K dated June 13, 2011 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000095012311058729/d82963exv4w1.htm) | | |

| [removed: 4.6(d)] [added: 4.9(d)] | | | | | | 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)](http://www.sec.gov/Archives/edgar/data/731802/000095012311058729/d82963exv4w2.htm) | | |

| [removed: 4.6(e)] [added: 4.9(e)] | | | | | | Officers' Certificate dated January 11, 2013 | | | | | | [Exhibit 4.1 to Form 8-K dated January 15, 2013 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312513013261/d468171dex41.htm) | | |

| [removed: 4.6(f)] [added: 4.9(f)] | | | | | | Global Security for the 4.15% Senior Notes due 2043 | | | | | | [Exhibit 4.2 to Form 8-K dated January 15, 2013 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312513013261/d468171dex42.htm) | | |

| [removed: 4.6(g)] [added: 4.9(g)] | | | | | | Officers' Certificate dated October 15, 2014 | | | | | | [Exhibit 4.1 to Form 8-K dated October 17, 2014 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000073180214000028/ato20141017exhibit41.htm) | | |

| [removed: 4.6(h)] [added: 4.9(h)] | | | | | | 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)](http://www.sec.gov/Archives/edgar/data/731802/000073180214000028/ato20141017exhibit42.htm) | | |

| [removed: 4.6(i)] [added: 4.9(i)] | | | | | | Officers' Certificate dated June 8, 2017 | | | | | | [Exhibit 4.1 to Form 8-K dated June 8, 2017 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312517198618/d411353dex41.htm) | | |

| [removed: 4.6(j)] [added: 4.9(l)] | | | | | | Officers' Certificate dated October 4, 2018 | | | | | | [Exhibit 4.1 to Form 8-K dated October 4, 2018 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312518293134/d627444dex41.htm) | | |

| [removed: 4.6(k)] [added: 4.9(m)] | | | | | | 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)](http://www.sec.gov/Archives/edgar/data/731802/000119312518293134/d627444dex42.htm) | | |

| [removed: 4.6(l)] [added: 4.9(n)] | | | | | | 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)](http://www.sec.gov/Archives/edgar/data/731802/000119312518293134/d627444dex43.htm) | | |

| [removed: 4.6(m)] [added: 4.9(o)] | | | | | | Officers' Certificate dated March 4, 2019 | | | | | | [Exhibit 4.1 to Form 8-K dated March 4, 2019 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312519062412/d704833dex41.htm) | | |

| [removed: 4.6(n)] [added: 4.9(p)] | | | | | | 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)](http://www.sec.gov/Archives/edgar/data/731802/000119312519062412/d704833dex42.htm) | | |

| [removed: 4.6(o)] [added: 4.9(q)] | | | | | | Officers' Certificate dated October 2, 2019 | | | | | | [Exhibit 4.1 to Form 8-K dated October 2, 2019 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312519260779/d813343dex41.htm) | | |

| [removed: 4.6(p)] [added: 4.9(r)] | | | | | | 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)](http://www.sec.gov/Archives/edgar/data/731802/000119312519260779/d813343dex42.htm) | | |

| [removed: 4.6(q)] [added: 4.9(s)] | | | | | | 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)](http://www.sec.gov/Archives/edgar/data/731802/000119312519260779/d813343dex43.htm) | | |

| [removed: 4.6(r)] [added: 4.9(t)] | | | | | | Officers' Certificate dated October 1, 2020 | | | | | | [Exhibit 4.1 to Form 8-K dated October 1, 2020 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312520261296/d55358dex41.htm) | | |

| [removed: 4.6(s)] [added: 4.9(u)] | | | | | | 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) | | |

| [removed: 4.6(t)] [added: 4.9(v)] | | | | | | 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) | | |

| [removed: 4.6(u)] [added: 4.9(w)] | | | | | | [removed: Fixed Rate Notes] Officers' Certificate dated [removed: March 9,] [added: October 1,] 2021 | | | | | | [Exhibit 4.1 to Form 8-K dated [removed: March 9,] [added: October 1,] 2021 (File No. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312521074937/d56742dex41.htm)] [added: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312521289683/d118633dex41.htm)] | | |

| [removed: 4.6(v)] [added: 4.9(ee)] | | | | | | [removed: Floating Rate Notes] Officers' Certificate dated [removed: March 9, 2021] [added: October 10, 2023] | | | | | | [Exhibit 4.2 to Form 8-K dated [removed: March 9, 2021] [added: October 10, 2023] (File No. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312521074937/d56742dex42.htm)] [added: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312523253470/d548681dex42.htm)] | | |

| [removed: 4.6(w)] [added: 4.9(y)] | | | | | | Global Security for the [removed: 0.625%] [added: 2.850%] Senior Notes due [removed: 2023] [added: 2052] | | | | | | [Exhibit 4.3 to Form 8-K dated [removed: March 9,] [added: October 1,] 2021 (File No. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/0000731802/000119312521074937/d56742dex43.htm)] [added: 1-10042)](http://www.sec.gov/Archives/edgar/data/0000731802/000119312521289683/d118633dex43.htm)] | | |

| [removed: 4.6(x)] [added: 4.9(x)] | | | | | | Global Security for the [removed: 0.625%] [added: 2.850%] Senior Notes due [removed: 2023] [added: 2052] | | | | | | [Exhibit [removed: 4.4] [added: 4.2] to Form 8-K dated [removed: March 9,] [added: October 1,] 2021 (File No. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/0000731802/000119312521074937/d56742dex44.htm)] [added: 1-10042)](http://www.sec.gov/Archives/edgar/data/0000731802/000119312521289683/d118633dex42.htm)] | | |

| [removed: 4.6(y)] [added: 4.9(ff)] | | | | | | Global Security for the [removed: 0.625%] [added: 5.900%] Senior Notes due [removed: 2023] [added: 2033] | | | | | | [Exhibit [removed: 4.5] [added: 4.3] to Form 8-K dated [removed: March 9, 2021] [added: October 10, 2023] (File No. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/0000731802/000119312521074937/d56742dex45.htm)] [added: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312523253470/d548681dex43.htm)] | | |

| [removed: 4.6(z)] [added: 4.9(gg)] | | | | | | Global Security for the [removed: Floating Rate] [added: 6.200%] Senior Notes due [removed: 2023] [added: 2053] | | | | | | [Exhibit [removed: 4.6] [added: 4.4] to Form 8-K dated [removed: March 9, 2021] [added: October 10, 2023] (File No. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/0000731802/000119312521074937/d56742dex46.htm)] [added: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312523253470/d548681dex44.htm)] | | |

| [removed: 4.6(aa)] [added: 4.9(j)] | | | | | | Global Security for the [removed: Floating Rate] [added: 3.000%] Senior Notes due [removed: 2023] [added: 2027] | | | | | | [Exhibit [removed: 4.7] [added: 4.2] to Form 8-K dated [removed: March 9, 2021] [added: June 8, 2017] (File No. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/0000731802/000119312521074937/d56742dex47.htm)] [added: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312517198618/d411353dex42.htm)] | | |

| [removed: 4.6(bb)] [added: 4.9(k)] | | | | | | Global Security for the [removed: Floating Rate] [added: 4.125%] Senior Notes due [removed: 2023] [added: 2044] | | | | | | [Exhibit [removed: 4.8] [added: 4.3] to Form 8-K dated [removed: March 9, 2021] [added: June 8, 2017] (File No. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/0000731802/000119312521074937/d56742dex48.htm)] [added: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312517198618/d411353dex43.htm)] | | |

| [removed: 4.6(cc)] [added: 4.9(bb)] | | | | | | Officers' Certificate dated October [removed: 1, 2021] [added: 3, 2022] | | | | | | [Exhibit 4.1 to Form 8-K dated October [removed: 1, 2021] [added: 3, 2022] (File No. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312521289683/d118633dex41.htm)] [added: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312522256711/d394732dex41.htm)] | | |

| [removed: 4.6(dd)] [added: 4.9(cc)] | | | | | | Global Security for the [removed: 2.850%] [added: 5.450%] Senior Notes due [removed: 2052] [added: 2032] | | | | | | [Exhibit 4.2 to Form 8-K dated October [removed: 1, 2021] [added: 3, 2022] (File No. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/0000731802/000119312521289683/d118633dex42.htm)] [added: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312522256711/d394732dex42.htm)] | | |

| [removed: 4.6(ee)] [added: 4.9(dd)] | | | | | | Global Security for the [removed: 2.850%] [added: 5.750%] Senior Notes due 2052 | | | | | | [Exhibit 4.3 to Form 8-K dated October [removed: 1, 2021] [added: 3, 2022] (File No. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/0000731802/000119312521289683/d118633dex43.htm)] [added: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312522256711/d394732dex43.htm)] | | |

| [removed: 4.6(ff)] [added: 4.9(z)] | | | | | | Officers' Certificate dated January 14, 2022 | | | | | | [Exhibit 4.1 to Form 8-K dated January 14, 2022 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312522009852/d290117dex41.htm) | | |

| [removed: 4.6(gg)] [added: 4.9(aa)] | | | | | | Global Security for the 2.625% Senior Notes due 2029 | | | | | | [Exhibit 4.2 to Form 8-K dated January 14, 2022 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312522009852/d290117dex42.htm) | | |

| [removed: 4.6(hh)] [added: 10.6(b)] | | | | | | [removed: Officers' Certificate dated October 3, 2022] [added: Form of Master Forward Sale Confirmation] | | | | | | [Exhibit [removed: 4.1] [added: 1.2] to Form 8-K dated [removed: October 3, 2022] [added: March 31, 2023] (File No. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312522256711/d394732dex41.htm)] [added: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312523088377/d470311dex12.htm)] | | |

| [removed: 10.3(a)] [added: 10.5(a)] | | | | | | Equity Distribution Agreement, dated as of [removed: February 12, 2020,] [added: March 23, 2022,] among Atmos Energy Corporation and the Managers and Forward Purchasers named in Schedule A thereto | | | | | | [Exhibit 1.1 to Form 8-K dated [removed: February 12, 2020] [added: March 23, 2022] (File No. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312520032442/d884844dex11.htm)] [added: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312522082801/d337834dex11.htm)] | | |

| [removed: 10.5(a)] [added: 10.6(a)] | | | | | | Equity Distribution Agreement, dated as of March [removed: 23, 2022,] [added: 31, 2023,] among Atmos Energy Corporation and the Managers and Forward [removed: Purchases] [added: Purchasers] named in Schedule A thereto | | | | | | [Exhibit 1.1 to Form 8-K dated March [removed: 23, 2022] [added: 31, 2023] (File No. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312522082801/d337834dex11.htm)] [added: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312523088377/d470311dex11.htm)] | | |

| [removed: 10.6(a)*] [added: 10.7(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: 10.6(b)*] [added: 10.7(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: 10.7(a)*] [added: 10.8(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) | | |

| 4.6 | | | | | | Underwriting Agreement among Atmos Energy Kansas Securitization I, LLC, Atmos Energy Corporation and J.P. Morgan Securities LLC, dated June 9, 2023 | | | | | | [Exhibit 1.1 of Form 8-K dated June 9, 2023 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312523166215/d486632dex11.htm) | | |

| 4.7 | | | | | | Indenture by and among Atmos Energy Kansas Securitization I, LLC, U.S. Bank Trust Company, National Association, as Indenture Trustee, and U.S. Bank National Association, as Securities Intermediary (including the form of the Bonds and the Series Supplement), dated as of June 20, 2023 | | | | | | [Exhibit 4.1 to Form 8-K dated June 20, 2023 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312523170235/d512280dex41.htm) | | |

| 4.8 | | | | | | Series Supplement by and among Atmos Energy Kansas Securitization I, LLC and U. S. Bank Trust Company, National Association, as Indenture Trustee, and U.S. Bank National Association, as Securities Intermediary, dated as of June 20, 2023 | | | | | | [Exhibit 4.2 to Form 8-K dated June 20, 2023 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312523170235/d512280dex42.htm) | | |

| 10.3 | | | | | | Term Loan Agreement, dated as of March 3, 2023, among Atmos Energy Corporation, U.S. Bank National Association, as the Administrative Agent, Mizuho Bank, Ltd., as Syndication Agent, CoBank, ACB, as Documentation Agent, U.S. Bank National Association, Mizuho Bank, Ltd. and CoBank ACB, as Joint Lead Arrangers and Joint-Bookrunners and the lenders named therein | | | | | | [Exhibit 10.1 to Form 8-K dated March 3, 2023 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312523060230/d459080dex101.htm) | | |

| | | | | | | *Policy Relating to Recovery of Erroneously Awarded Compensation* | | | | | | | | |

| 97.1 | | | | | | [Atmos Energy Corporation Executive Compensation Recoupment Policy, Effective October 2, 2023](https://www.sec.gov/Archives/edgar/data/731802/000073180223000028/ato20230930ex-971.htm) | | | | | | | | |

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

| 4.6(ii) | | | | | | Global Security for the 5.450% Senior Notes due 2032 | | | | | | [Exhibit 4.2 to Form 8-K dated October 3, 2022 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312522256711/d394732dex42.htm) | | |

| 4.6(jj) | | | | | | Global Security for the 5.750% Senior Notes due 2052 | | | | | | [Exhibit 4.3 to Form 8-K dated October 3, 2022 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312522256711/d394732dex43.htm) | | |

| 10.3(b) | | | | | | Form of Master Forward Sale Confirmation | | | | | | [Exhibit 1.2 to Form 8-K dated February 12, 2020 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312520032442/d884844dex12.htm) | | |

Date: November 14, [removed: 2022][added: 2023]

| /s/ KIM R. COCKLIN | | | | | | Chairman of the Board | | | | | | November 14, [removed: 2022] [added: 2023] | | |

| /s/ JOHN K. AKERS | | | | | | President, Chief Executive Officer and Director | | | | | | November 14, [removed: 2022] [added: 2023] | | |

| /s/ CHRISTOPHER T. FORSYTHE | | | | | | Senior Vice President and Chief Financial Officer | | | | | | November 14, [removed: 2022] [added: 2023] | | |

| /s/ RICHARD M. THOMAS | | | | | | Vice President and Controller (Principal Accounting Officer) | | | | | | November 14, [removed: 2022] [added: 2023] | | |

| /s/ JOHN C. ALE | | | | | | Director | | | | | | November 14, [removed: 2022] [added: 2023] | | |

| /s/ KELLY H. COMPTON | | | | | | Director | | | | | | November 14, [removed: 2022] [added: 2023] | | |

| /s/ SEAN DONOHUE | | | | | | Director | | | | | | November 14, [removed: 2022] [added: 2023] | | |

| /s/ RAFAEL G. GARZA | | | | | | Director | | | | | | November 14, [removed: 2022] [added: 2023] | | |

| /s/ RICHARD K. GORDON | | | | | | Director | | | | | | November 14, [removed: 2022] [added: 2023] | | |

| /s/ NANCY K. QUINN | | | | | | Director | | | | | | November 14, [removed: 2022] [added: 2023] | | |

| /s/ RICHARD A. SAMPSON | | | | | | Director | | | | | | November 14, [removed: 2022] [added: 2023] | | |

| /s/ DIANA J. WALTERS | | | | | | Director | | | | | | November 14, [removed: 2022] [added: 2023] | | |

| /s/ FRANK YOHO | | | | | | Director | | | | | | November 14, [removed: 2022] [added: 2023] | | |