filings.toolsItem 15. Exhibits and Financial Statement Schedules.
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Item 15. Exhibits and Financial Statement Schedules.
(a) 1. and 2. Financial statements and financial statement schedules.
The financial statements listed in the Index to Financial Statements in Part II, Item 8 are filed as part of this Form 10-K. All financial statement schedules are omitted because the required information is not present, or not present in amounts sufficient to require submission of the schedule or because the information required is included in the financial statements and accompanying notes thereto.
3*. Exhibits*
| Exhibit Number | Description | Page Number or Incorporation by Reference to | ||||||||||||
| Articles of Incorporation and Bylaws | ||||||||||||||
| 3.1 | Restated Articles of Incorporation of Atmos Energy Corporation - Texas (As Amended Effective February 3, 2010) | Exhibit 3.1 to Form 10-Q dated March 31, 2010 (File No. 1-10042) | ||||||||||||
| 3.2 | Restated Articles of Incorporation of Atmos Energy Corporation - Virginia (As Amended Effective February 3, 2010) | Exhibit 3.2 to Form 10-Q dated March 31, 2010 (File No. 1-10042) | ||||||||||||
| 3.3 | Amended and Restated Bylaws of Atmos Energy Corporation (as of August 4, 2023) | Exhibit 3.1 to Form 8-K dated August 1, 2023 (File No. 1-10042) | ||||||||||||
| Instruments Defining Rights of Security Holders, Including Indentures | ||||||||||||||
| 4.1(a) | Specimen Common Stock Certificate (Atmos Energy Corporation) | Exhibit 4.1 to Form 10-K for fiscal year ended September 30, 2012 (File No. 1-10042) | ||||||||||||
| 4.1(b) | Description of Registrant's Securities | Exhibit 4.1(b) to Form 10-K for fiscal year ended September 30, 2021 (File No. 1-10042) | ||||||||||||
| 4.2 | Indenture dated as of November 15, 1995 between United Cities Gas Company and Bank of America Illinois, Trustee | Exhibit 4.11(a) to Form S-3 dated August 31, 2004 (File No. 333-118706) | ||||||||||||
| 4.3 | Indenture dated as of July 15, 1998 between Atmos Energy Corporation and U.S. Bank Trust National Association, Trustee | Exhibit 4.8 to Form S-3 dated August 31, 2004 (File No. 333-118706) | ||||||||||||
| 4.4 | Indenture dated as of May 22, 2001 between Atmos Energy Corporation and SunTrust Bank, Trustee | Exhibit 99.3 to Form 8-K dated May 22, 2001 (File No. 1-10042) | ||||||||||||
| 4.5 | Indenture dated as of March 26, 2009 between Atmos Energy Corporation and U.S. Bank National Corporation, Trustee | Exhibit 4.1 to Form 8-K dated March 26, 2009 (File No. 1-10042) | ||||||||||||
| 4.6 | 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) | ||||||||||||
| 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) | ||||||||||||
| 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) | ||||||||||||
| 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) | ||||||||||||
| 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) | ||||||||||||
| 4.9(c) | Officers' Certificate dated June 10, 2011 | Exhibit 4.1 to Form 8-K dated June 13, 2011 (File No. 1-10042) | ||||||||||||
| 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) |
| 4.9(ee) | Officers' Certificate dated October 10, 2023 | Exhibit 4.2 to Form 8-K dated October 10, 2023 (File No. 1-10042) | ||||||||||||
| 4.9(ff) | Global Security for the 5.900% Senior Notes due 2033 | Exhibit 4.3 to Form 8-K dated October 10, 2023 (File No. 1-10042) | ||||||||||||
| 4.9(gg) | Global Security for the 6.200% Senior Notes due 2053 | Exhibit 4.4 to Form 8-K dated October 10, 2023 (File No. 1-10042) | ||||||||||||
| Material Contracts | ||||||||||||||
| 10.1(a) | Revolving Credit Agreement, dated as of March 31, 2021, among Atmos Energy Corporation, Crédit Agricole Corporate and Investment Bank, as the Administrative Agent, the agents, arrangers and bookrunners named therein, and the lenders named therein | Exhibit 10.1 to Form 8-K dated March 31, 2021 (File No. 1-10042) | ||||||||||||
| 10.1(b) | First Amendment to Revolving Credit Agreement, dated as of March 31, 2022, among Atmos Energy Corporation, Credit Agricole Corporate and Investment Bank, as the Administrative Agent, the agents, arrangers and bookrunners named therein, and the lenders named therein | Exhibit 10.2 to Form 8-K dated April 1, 2022 (File No. 1-10042) | ||||||||||||
| 10.2(a) | Revolving Credit Agreement, dated as of March 31, 2021, among Atmos Energy Corporation, Crédit Agricole Corporate and Investment Bank, as the Administrative Agent, the agents, arrangers and bookrunners named therein, and the lenders named therein | Exhibit 10.2 to Form 8-K dated March 31, 2021 (File No. 1-10042) | ||||||||||||
| 10.2(b) | First Amendment to Revolving Credit Agreement, dated as of March 31, 2022, among Atmos Energy Corporation, Credit Agricole Corporate and Investment Bank, as the Administrative Agent, the agents, arrangers and bookrunners named therein, and the lenders named therein | Exhibit 10.1 to Form 8-K dated April 1, 2022 (File No. 1-10042) | ||||||||||||
| 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) | ||||||||||||
| 10.4(a) | Equity Distribution Agreement, dated as of June 29, 2021, among Atmos Energy Corporation and the Managers and Forward Purchasers named in Schedule A thereto | Exhibit 1.1 to Form 8-K dated June 29, 2021 (File No. 1-10042) | ||||||||||||
| 10.4(b) | Form of Master Forward Sale Confirmation | Exhibit 1.2 to Form 8-K dated June 29, 2021 (File No. 1-10042) | ||||||||||||
| 10.5(a) | Equity Distribution Agreement, dated as of 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 March 23, 2022 (File No. 1-10042) | ||||||||||||
| 10.5(b) | Form of Master Forward Sale Confirmation | Exhibit 1.2 to Form 8-K dated March 23, 2022 (File No. 1-10042) | ||||||||||||
| 10.6(a) | Equity Distribution Agreement, dated as of March 31, 2023, among Atmos Energy Corporation and the Managers and Forward Purchasers named in Schedule A thereto | Exhibit 1.1 to Form 8-K dated March 31, 2023 (File No. 1-10042) | ||||||||||||
| 10.6(b) | Form of Master Forward Sale Confirmation | Exhibit 1.2 to Form 8-K dated March 31, 2023 (File No. 1-10042) | ||||||||||||
| Executive Compensation Plans and Arrangements | ||||||||||||||
| 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) | ||||||||||||
| 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) | ||||||||||||
| 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) | ||||||||||||
| 10.8(b)* | Amendment No. 1 to the Atmos Energy Corporation Executive Retiree Life Plan | Exhibit 10.31(a) to Form 10-K for fiscal year ended September 30, 1997 (File No. 1-10042) | ||||||||||||
| 10.9* | Atmos Energy Corporation Annual Incentive Plan for Management (as amended and restated August 3, 2021) | Exhibit 10.1 to Form 8-K dated August 3, 2021 (File No. 1-10042) | ||||||||||||
| 10.10(a)* | Atmos Energy Corporation Supplemental Executive Benefits Plan, Amended and Restated in its Entirety August 7, 2007 | Exhibit 10.8(a) to Form 10-K for fiscal year ended September 30, 2008 (File No. 1-10042) | ||||||||||||
| 10.10(b)* | Form of Individual Trust Agreement for the Supplemental Executive Benefits Plan | Exhibit 10.3 to Form 10-Q for quarter ended December 31, 2000 (File No. 1-10042) | ||||||||||||
| 10.11(a)* | Atmos Energy Corporation Supplemental Executive Retirement Plan (As Amended and Restated, Effective as of January 1, 2016) | Exhibit 10.7(a) to Form 10-K for fiscal year ended September 30, 2016 (File No. 1-10042) | ||||||||||||
| 10.11(b)* | Atmos Energy Corporation Performance-Based Supplemental Executive Benefits Plan Trust Agreement, Effective Date December 1, 2000 | Exhibit 10.1 to Form 10-Q for quarter ended December 31, 2000 (File No. 1-10042) | ||||||||||||
| 10.12* | Atmos Energy Corporation Account Balance Supplemental Executive Retirement Plan (As Amended and Restated, Effective as of January 1, 2022) | Exhibit 10.1 to Form 10-Q dated December 31, 2021 (File No. 1-10042) | ||||||||||||
| 10.13(a)* | Mini-Med/Dental Benefit Extension Agreement dated October 1, 1994 | Exhibit 10.28(f) to Form 10-K for fiscal year ended September 30, 2001 (File No. 1-10042) | ||||||||||||
| 10.13(b)* | Amendment No. 1 to Mini-Med/Dental Benefit Extension Agreement dated August 14, 2001 | Exhibit 10.28(g) to Form 10-K for fiscal year ended September 30, 2001 (File No. 1-10042) | ||||||||||||
| 10.13(c)* | Amendment No. 2 to Mini-Med/Dental Benefit Extension Agreement dated December 31, 2002 | Exhibit 10.1 to Form 10-Q for quarter ended December 31, 2002 (File No. 1-10042) | ||||||||||||
| 10.14* | Atmos Energy Corporation Equity Incentive and Deferred Compensation Plan for Non-Employee Directors, Amended and Restated as of January 1, 2012 | Exhibit 10.1 to Form 10-Q for quarter ended December 31, 2011 (File No. 1-10042) | ||||||||||||
| 10.15(a)* | Atmos Energy Corporation 1998 Long-Term Incentive Plan (as amended and restated February 3, 2021) | Exhibit 10.14(a) to Form 10-K for fiscal year ended September 30, 2022 (File No. 1-10042) | ||||||||||||
| 10.15(b)* | Form of Award Agreement of Time-Lapse Restricted Stock Units under the Atmos Energy Corporation 1998 Long-Term Incentive Plan | Exhibit 10.13(b) to Form 10-K for fiscal year ended September 20, 2020 (File No. 1-10042) | ||||||||||||
| 10.15(c)* | Form of Award Agreement of Performance-Based Restricted Stock Units under the Atmos Energy Corporation 1998 Long-Term Incentive Plan | Exhibit 10.13(c) to Form 10-K for fiscal year ended September 20, 2020 (File No. 1-10042) |
| 10.15(d)* | Form of Non-Employee Director Award Agreement of Time-Lapse Restricted Stock Units Under the Atmos Energy Corporation 1998 Long-Term Incentive Plan | Exhibit 10.11(d) to Form 10-K for fiscal year ended September 30, 2019 (File No. 1-10042) | ||||||||||||
| 10.15(e)* | Form of Non-Employee Director Award Agreement of Stock Unit Awards Under The Atmos Energy Corporation 1998 Long-Term Incentive Plan | Exhibit 10.11(e) to Form 10-K for fiscal year ended September 30, 2019 (File No. 1-10042) | ||||||||||||
| Other Exhibits, as indicated | ||||||||||||||
| 21 | Subsidiaries of the registrant | |||||||||||||
| 23.1 | Consent of independent registered public accounting firm, Ernst & Young LLP | |||||||||||||
| 24 | Power of Attorney | Signature page of Form 10-K for fiscal year ended September 30, 2023 | ||||||||||||
| 31 | Rule 13a-14(a)/15d-14(a) Certifications | |||||||||||||
| 32 | Section 1350 Certifications** | |||||||||||||
| Policy Relating to Recovery of Erroneously Awarded Compensation | ||||||||||||||
| 97.1 | Atmos Energy Corporation Executive Compensation Recoupment Policy, Effective October 2, 2023 | |||||||||||||
| Interactive Data File | ||||||||||||||
| 101.INS | XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase | |||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |||||||||||||
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document |
| * | This exhibit constitutes a "management contract or compensatory plan, contract, or arrangement." | ||||
| ** | These certifications pursuant to 18 U.S.C. Section 1350 by the Company’s Chief Executive Officer and Chief Financial Officer, furnished as Exhibit 32 to this Annual Report on Form 10-K, will not be deemed to be filed with the Securities and Exchange Commission or incorporated by reference into any filing by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates such certifications by reference. |
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