Atmos Energy (ATO) 10-K risk factor changes: FY2024 vs FY2023

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

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

In the normal course of business, as a regulated entity, we often need to place assets in service and establish historical test periods before rate cases that seek to adjust [removed: our allowed returns to recover that investment can be filed.]

Because of this process, we [added: could] suffer the negative financial effects of having placed assets in service without the benefit of rate relief, which is commonly referred to as “regulatory lag.”

We are also subject to laws, [removed: regulations] [added: regulations,] and other legal requirements enacted or adopted by federal, [removed: state] [added: state,] and local governmental authorities relating to protection of the environment and health and safety matters, including those that govern discharges of substances into the air and water, the management and disposal of hazardous substances and waste, the clean-up of contaminated sites, groundwater quality and availability, plant and wildlife protection, as well as work practices related to employee health and safety.

Environmental legislation also requires that our facilities, [removed: sites] [added: sites,] and other properties associated with our operations be operated, maintained, [removed: abandoned] [added: abandoned,] and reclaimed to the satisfaction of applicable regulatory authorities.

Failure to comply with these laws, regulations, [removed: permits] [added: permits,] and licenses may expose us to fines, [removed: penalties] [added: penalties,] or interruptions in our operations that could be significant to our financial results.

FERC has adopted rules designed to prevent market power abuse and market manipulation and to promote compliance with FERC’s other rules, [removed: policies] [added: policies,] and orders by companies engaged in the sale, purchase, [removed: transportation] [added: transportation,] or storage of natural 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 [added: interpretation by FERC or additional regulations issued by FERC in the future could also adversely affect our business, financial condition, or financial results.]

We may experience increased federal, [removed: state] [added: state,] and local regulation of the safety of our operations.

The safety and protection of the public, our [removed: customers] [added: customers,] and our employees is our top priority.

We constantly monitor and maintain our pipeline and distribution systems to ensure that natural gas is delivered safely, [removed: reliably] [added: reliably,] and efficiently through our network of more than [removed: 75,000] [added: 80,000] miles of distribution and transmission lines.

As in recent years, natural gas distribution and pipeline companies are continuing to encounter increasing federal, [removed: state] [added: state,] and local oversight of the safety of their operations.

Although we believe these [removed: are] costs [added: are] ultimately recoverable through our rates, the costs of complying with new laws and regulations may have at least a short-term adverse impact on our operating costs and financial results.

- improve data collection, [removed: integration] [added: integration,] and analysis;

The Company incurs significant costs [removed: associated with its compliance] [added: to comply] with existing PHMSA and comparable state regulations.

Distributing, [removed: transporting] [added: transporting,] and storing natural gas involve risks that may result in accidents and additional operating costs.

While Atmos Energy, with the support from each of its regulatory commissions, is accelerating the replacement of pipeline infrastructure, operating issues such as leaks, accidents, equipment [removed: problems] [added: problems,] and incidents, including explosions and fire, could result in legal liability, [removed: repair] [added: repair,] and remediation costs, increased operating costs, significant increased capital expenditures, regulatory fines and [removed: penalties] [added: penalties,] and other costs and a loss of customer confidence.

If contracted gas supplies, interstate [removed: pipeline] [added: pipeline,] and/or storage services are not available or delivered in a timely manner, our ability to meet our customers’ natural gas requirements may be impaired and our financial condition may be adversely affected.

In order to meet our customers’ annual and seasonal natural gas demands, we must obtain a sufficient supply of natural gas, interstate pipeline [removed: capacity] [added: capacity,] and storage capacity.

If a substantial disruption to or reduction in interstate natural gas pipelines’ transmission and storage capacity occurred due to operational failures or disruptions, legislative or regulatory actions, hurricanes, tornadoes, floods, extreme cold weather, terrorist or [removed: cyber-attacks] [added: cyber-attacks,] or acts of war, our operations or financial results could be adversely affected.

Our primary product competition is with electricity for heating, water [removed: heating] [added: heating,] and cooking.

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

Our pipeline and storage operations historically have faced limited competition from other existing intrastate pipelines and gas marketers seeking to provide or arrange transportation, [removed: storage] [added: storage,] and other services for customers.

Natural disasters, [added: adverse weather,] terrorist [removed: activities] [added: activities,] or other significant events could adversely affect our operations or financial results.

Natural disasters [added: and adverse weather] are always a threat to our assets and operations.

As a result, the [added: Company's contractors, suppliers, and other business partners may be unable to fulfill their contractual obligations or the] availability of insurance covering such risks may become more limited, which could increase the risk that an event could adversely affect our operations or financial results.

[removed: Increased dependence on] [added: The failure of] technology may hinder the Company’s business operations and adversely affect its financial condition and results of [removed: operations if such technologies fail.][added: operations.]

[removed: These tools] [added: The Company uses Company-owned information technology] and [removed: systems] [added: technology hosted by third parties to] support critical functions including scheduling and dispatching of service technicians, automated meter reading systems, customer care and billing, operational plant logistics, management [removed: reporting] [added: reporting,] and external financial reporting.

Our business operations and information technology systems may be vulnerable to an attack by individuals or organizations intending to disrupt our business operations and information technology [removed: systems, even though the Company has implemented policies, procedures and controls to prevent and detect these activities.][added: systems.]

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

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

Compliance with and changes in cybersecurity requirements have a cost and operational impact on our business, and failure to comply with such laws and regulations could adversely impact our reputation, results of operations, financial [removed: condition] [added: condition,] and/or cash flows.

In recent years, the U.S. government has issued directives 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.

Such directives or other requirements may require expenditure of significant additional resources to respond to cyber-attacks, to continue to modify or enhance protective measures, or to assess, [removed: investigate] [added: investigate,] and remediate any critical infrastructure security vulnerabilities.

Any failure to comply with such government regulations or failure in our cybersecurity protective measures may result in enforcement actions that may have a material adverse effect on our business, results of [removed: operations] [added: operations,] and financial condition.

We have weather-normalized rates for approximately [removed: 96] [added: 97] percent of our residential and commercial revenues in our distribution operations, which substantially mitigates the adverse effects of warmer-than-normal weather for meters in those service areas.

[removed: Greenhouse] [added: Legislation to reduce or eliminate greenhouse] gas emissions or [removed: other legislation or regulations intended to address climate change] [added: fossil fuels] could increase our operating costs, adversely affecting our financial results, growth, cash [removed: flows] [added: flows,] and results of operations.

To the extent we would be unable to recover those costs, or if higher rates resulting from our recovery of such costs would result in reduced demand for our services, our future business, financial [removed: condition] [added: condition,] or financial results could be adversely impacted.

Financial, [removed: Economic] [added: Economic,] and Market Risks

our allowed returns to recover that investment can be filed.

The Company has implemented policies, procedures, and controls to identify, protect, detect, and respond to cyberattacks or acts of terrorism.

However, these measures may be insufficient or become ineffective, and there are no assurances that cybersecurity breaches or acts of terrorism will not impact our business operations and strategy, results of operations, and financial condition in the future.

However, federal, regional, and/or state legislative and/or regulatory initiatives may attempt to control or limit greenhouse gas emissions, such as carbon dioxide and methane, by requiring the adoption of new infrastructure or technology to limit greenhouse gas emissions, limiting our ability to serve new or existing customers, imposing costs or restrictions on end users of natural gas, or assessing additional charges to fund energy efficiency activities.

Such laws or regulations could adversely affect our business, results of operations, and cash flows if the costs we incur to comply with these laws or regulations are not recovered or if the cost of providing natural gas services becomes prohibitively expensive, leading to a reduction in the demand for natural gas or fuel-switching to alternate sources of energy.

Climate change may result in a reduction in the demand for natural gas or cause shifts in the population of our service territories which could adversely impact the economic outlook for our service territories.

These occurrences could adversely impact our financial results, growth, cash flows, and results of operations.

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

Over the last several years, the Company has implemented or acquired a variety of technological tools including both Company-owned information technology and technological services provided by outside parties.

We use our information technology systems to manage our distribution and intrastate pipeline and storage operations and other business processes.

Accordingly, if such an attack or act of terrorism were to occur, our operations and financial results could be adversely affected.

In addition, we use our information technology systems to protect confidential or sensitive customer, employee and Company information developed and maintained in the normal course of our business.

However, federal, regional and/or state legislative and/or regulatory initiatives may attempt to control or limit the causes of climate change, including greenhouse gas emissions, such as carbon dioxide and methane.

Such laws or regulations could impose costs tied to greenhouse gas emissions, operational requirements or restrictions, or additional charges to fund energy efficiency activities.

They could also provide a cost advantage to alternative energy sources, impose costs or restrictions on end users of natural gas, or result in other costs or requirements, such as costs associated with the adoption of new infrastructure and technology to respond to new mandates.

The focus on climate change could adversely impact the reputation of fossil fuel products or services.

The occurrence of the foregoing events could put upward pressure on the cost of natural gas relative to other energy sources, increase our costs and the prices we charge to customers, reduce the demand for natural gas or cause fuel switching to other energy sources, and impact the competitive position of natural gas and the ability to serve new or existing customers, adversely affecting our business, results of operations and cash flows.

As climate change occurs, our businesses could be adversely impacted.

To the extent climate change results in materially increasing temperatures, financial results could be adversely affected through lower gas volumes and revenues.

Climate change could also cause shifts in population, including customers moving away from our service territories.

This section provides management’s discussion of the financial condition, changes in financial [removed: condition] [added: condition,] and results of operations of Atmos Energy Corporation and its consolidated subsidiaries with specific information on results of operations and liquidity and capital resources.

It includes management’s interpretation of our financial results, the factors affecting these results, the major factors expected to affect future operating [removed: results] [added: results,] and future investment and financing plans.

When used in this Report, or any other of our documents or oral presentations, the words “anticipate”, “believe”, “estimate”, “expect”, “forecast”, “goal”, “intend”, “objective”, “plan”, “projection”, “seek”, [removed: “strategy”] [added: “strategy”,] or similar words are intended to identify forward-looking statements.

Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the statements relating to our strategy, operations, markets, services, rates, recovery of costs, availability of gas [removed: supply] [added: supply,] and other factors.

These risks and uncertainties include the following: federal, [removed: state] [added: 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, [removed: state] [added: 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, [removed: transporting] [added: transporting,] and storing natural gas; the availability and accessibility of contracted gas supplies, interstate [removed: pipeline] [added: 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, [added: adverse weather,] terrorist [removed: activities] [added: 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; [removed: increased dependence on] [added: failure of] technology that [removed: may hinder] [added: affects] the Company's business [removed: if such technologies fail;] [added: operations;] 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, [removed: employee][added: employee, or Company]

[removed: or Company] information; the impact of new cybersecurity compliance requirements; adverse weather conditions; the impact of [added: legislation to reduce or eliminate] greenhouse gas emissions or [removed: other legislation or regulations intended to address climate change;] [added: fossil fuels;] 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 [removed: creditworthiness] [added: 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.

Preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, [removed: revenues] [added: revenues,] and expenses and the related disclosures of contingent assets and liabilities.

The accounting policies discussed below are both important to the presentation of our financial condition and results of operations and require management to make difficult, [removed: subjective] [added: subjective,] or complex accounting estimates.

| Regulation | | | Our distribution and pipeline operations meet the criteria of a cost-based, rate-regulated entity under accounting principles generally accepted in the United States. Accordingly, the financial results for these operations reflect the effects of the ratemaking and accounting practices and policies of the various regulatory commissions to which we are subject. As a result, certain costs that would normally be expensed under accounting principles generally accepted in the United States are permitted to be capitalized or deferred on the balance sheet because it is probable they can be recovered through rates. Further, regulation may impact the period in which revenues or expenses are recognized. The amounts expected to be recovered or recognized are based upon historical experience and our understanding of the regulations. Discontinuing the application of this method of accounting for regulatory assets and liabilities or changes in the accounting for our various regulatory mechanisms could significantly increase our operating expenses as fewer costs would likely be capitalized or deferred on the balance sheet, which could reduce our net income. | | | Decisions of regulatory authorities Issuance of new regulations or regulatory mechanisms Assessing [removed: the probability of] [added: that] the recoverability of deferred costs [added: and utility assets is probable] Continuing to meet the criteria of a cost-based, rate regulated entity for accounting purposes | | |

| Pension and other postretirement plans | | | Pension and other postretirement plan costs and liabilities are determined on an actuarial basis using a September 30 measurement date and are affected by numerous assumptions and estimates including the market value of plan assets, estimates of the expected return on plan assets, assumed discount [removed: rates] [added: rates,] and current demographic and actuarial mortality data. The assumed discount rate and the expected return are the assumptions that generally have the most significant impact on our pension costs and liabilities. The assumed discount rate, the assumed health care cost trend [removed: rate] [added: rate,] and assumed rates of retirement generally have the most significant impact on our postretirement plan costs and liabilities. The discount rate is utilized principally in calculating the actuarial present value of our pension and postretirement obligations and net periodic pension and postretirement benefit plan costs. When establishing our discount rate, we consider high quality corporate bond rates based on bonds available in the marketplace that are suitable for settling the obligations, changes in those rates from the prior [removed: year] [added: year,] and the implied discount rate that is derived from matching our projected benefit disbursements with currently available high quality corporate bonds. The expected long-term rate of return on assets is utilized in calculating the expected return on plan assets component of our annual pension and postretirement plan costs. We estimate the expected return on plan assets by evaluating expected bond returns, equity risk premiums, asset allocations, the effects of active plan management, the impact of periodic plan asset [removed: rebalancing] [added: rebalancing,] and historical performance. We also consider the guidance from our investment advisors in making a final determination of our expected rate of return on assets. To the extent the actual rate of return on assets realized over the course of a year is greater than or less than the assumed rate, that year’s annual pension or postretirement plan costs are not affected. Rather, this gain or loss reduces or increases future pension or postretirement plan costs over a period of approximately ten to twelve years. The market-related value of our plan assets represents the fair market value of the plan assets, adjusted to smooth out short-term market fluctuations over a five-year period. The use of this methodology will delay the impact of current market fluctuations on the pension expense for the period. We estimate the assumed health care cost trend rate used in determining our postretirement net expense based upon our actual health care cost experience, the effects of recently enacted legislation and general economic conditions. Our assumed rate of retirement is estimated based upon our annual review of our participant census information as of the measurement date. | | | General economic and market conditions Assumed investment returns by asset class Assumed future salary increases Assumed discount rate Projected timing of future cash disbursements Health care cost experience trends Participant demographic information Actuarial mortality assumptions Impact of legislation Impact of regulation | | |

We have the ability to begin recovering a significant portion of [removed: these investments] [added: our expenditures] timely through rate designs and mechanisms that reduce or eliminate regulatory lag and separate the recovery of our approved rate from customer usage patterns.

The execution of our capital spending program, the ability to recover these [removed: investments] [added: expenditures] timely and our ability to access the capital markets to satisfy our financing needs are the primary drivers that affect our financial performance.

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Distribution segment | | | $ | [removed: 580,397] [added: 671,413] | | | | | $ | [removed: 521,977] [added: 580,397] | | | | | $ | [removed: 445,862] [added: 521,977] | |

| Pipeline and storage segment | | | [removed: 305,465] [added: 371,482] | | | | | | [removed: 252,421] [added: 305,465] | | | | | | [removed: 219,701] [added: 252,421] | | |

| Net income | | | $ | [removed: 885,862] [added: 1,042,895] | | | | | $ | [removed: 774,398] [added: 885,862] | | | | | $ | [removed: 665,563] [added: 774,398] | |

During fiscal [removed: 2023,] [added: 2024,] we recorded net income of [removed: $885.9] [added: $1,042.9] million, or [removed: $6.10] [added: $6.83] per diluted share, compared to net income of [removed: $774.4] [added: $885.9] million, or [removed: $5.60] [added: $6.10] per diluted share in the prior year.

The year-over-year increase in net income of [removed: $111.5] [added: $157.0] million largely reflects positive rate outcomes driven by safety and reliability [removed: spending, partially offset by increased line locating costs, system maintenance activities and an increase in depreciation expense and property taxes associated with increased capital investments.][added: spending.]

During the year ended September 30, [removed: 2023,] [added: 2024,] we implemented ratemaking regulatory actions which resulted in an increase in annual operating income of [removed: $263.1] [added: $376.3] million.

Excluding the impact of the refund of excess deferred income taxes resulting from previously enacted tax reform legislation, our total fiscal [removed: 2023] [added: 2024] rate outcomes were [removed: $268.8] [added: $307.1] million.

Additionally, we had ratemaking efforts in progress at September 30, [removed: 2023,] [added: 2024,] seeking a total increase in annual operating income of [removed: $264.6] [added: $218.0] million.

During fiscal year [removed: 2023,] [added: 2024,] we refunded [removed: $160.3] [added: $133.6] million in excess deferred tax liabilities to customers.

These refunds also reduced our income tax expense, resulting in an immaterial impact to our fiscal [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] results.

Capital expenditures for fiscal [removed: 2023] [added: 2024] were [removed: $2.8] [added: $2.9] billion.

[removed: Over 85] [added: Approximately 83] percent was invested to improve the safety and reliability of our distribution and transportation systems, with a significant portion of this investment incurred under regulatory mechanisms that reduce regulatory lag to six months or less.

During fiscal [removed: 2023,] [added: 2024,] we completed approximately [removed: $1.6] [added: $2.0] billion of long-term debt and equity financing.

As of September 30, [removed: 2023,] [added: 2024,] our equity capitalization was [removed: 61.5] [added: 61.0] percent.

As of September 30, [removed: 2023,] [added: 2024,] we had approximately [removed: $2.7] [added: $4.8] billion in total liquidity, consisting of [removed: $15.4] [added: $307.3] million in cash and cash equivalents, [removed: $466.8] [added: $1,380.6] million in funds available through equity forward sales [removed: agreements] [added: agreements,] and [removed: $2,252.5] [added: $3,094.4] million in undrawn capacity under our credit facilities.

The distribution segment is [removed: primarily] comprised of our regulated natural gas distribution and related sales operations in eight states.

The primary factors that impact the results of our distribution operations are our ability to earn our authorized rates of return, competitive factors in the energy [removed: industry] [added: industry,] and economic conditions in our service areas.

The “Ratemaking Activity” section of this Form 10-K describes our current rate strategy, progress towards implementing that [removed: strategy] [added: strategy,] and recent ratemaking initiatives in more detail.

During fiscal [removed: 2023,] [added: 2024,] we completed regulatory proceedings in our distribution segment resulting in a [removed: $178.2] [added: $266.8] 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: 2023] [added: 2024] annualized rate outcomes in our distribution segment were [removed: $183.8] [added: $234.5] million.

[added: 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: 80] [added: 89] percent of our residential and commercial revenues.

Financial and operational highlights for our distribution segment for the fiscal years ended September 30, [added: 2024,] 2023, [removed: 2022] and [removed: 2021] [added: 2022] are presented below.

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | |

| Operating revenues | | | $ | [removed: 4,099,690] [added: 3,915,141] | | | | | $ | [removed: 4,035,194] [added: 4,099,690] | | | | | $ | [removed: 3,241,973] [added: 4,035,194] | | | | | $ | [removed: 64,496] [added: (184,549)] | | | | | $ | [removed: 793,221] [added: 64,496] | |

| Purchased gas cost | | | [removed: 2,061,920] [added: 1,620,515] | | | | | | [removed: 2,210,302] [added: 2,061,920] | | | | | | [removed: 1,501,695] [added: 2,210,302] | | | | | | [removed: (148,382)] [added: (441,405)] | | | | | | [removed: 708,607] [added: (148,382)] | | |

| Operating expenses | | | [removed: 1,345,144] [added: 1,440,192] | | | | | | [removed: 1,220,347] [added: 1,345,144] | | | | | | [removed: 1,121,764] [added: 1,220,347] | | | | | | [removed: 124,797] [added: 95,048] | | | | | | [removed: 98,583] [added: 124,797] | | |

Atmos Energy's vision is to be the safest provider of natural gas services.

Our commitment to this vision requires significant levels of capital spending to modernize our natural gas distribution system and operating costs to deliver natural gas safely and reliably and in full compliance with the various safety regulations impacting our business.

Additionally, our fiscal 2024 results were favorably impacted by $21.1 million as a result of legislation that became effective during the first quarter of fiscal 2024 to reduce property tax expenses in Texas and $13.9 million as a result of a change to our bad debt recovery mechanism in Mississippi.

These increases were partially offset by increased employee-related costs, depreciation expense, and interest expense.

- a $10.6 million decrease in bad debt expense, as discussed in Note 6 to the consolidated financial statements.

- a $19.9 million increase in employee-related costs primarily due to an increase in headcount to support company growth.

- a $2.7 million increase in property taxes, which is inclusive of a $15.7 million decrease related to the Texas property tax legislation discussed above.

- a $26.9 million increase in other operation and maintenance expense, including higher costs associated with software maintenance, compliance activities, training, and other administrative costs.

The increase in interest charges is also due to the amortization of the Texas regulatory asset that is discussed in Note 3 to the consolidated financial statements.

However, this increase is offset by a corresponding increase in revenue resulting in no impact to net income.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024 vs. 2023 | | | | | | 2023 vs. 2022 | | |

These revenues are subject to traditional ratemaking governed by the Texas Railroad Commission (RRC).

On December 13, 2023, the RRC approved the settlement agreement between APT and the intervening parties for an increase in annual operating income of $27.0 million, 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 were implemented effective December 13, 2023.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024 vs. 2023 | | | | | | 2023 vs. 2022 | | |

Fiscal year ended September 30, 2024 compared with fiscal year ended September 30, 2023

- a $14.5 million increase due to higher capacity contracted by tariff-based customers due to their increased peak day demand.

- a $3.1 million decrease in property taxes, which is inclusive of a $5.4 million decrease related to the Texas property tax legislation discussed above.

- an $8.4 million increase in depreciation expense associated with increased capital investments.

- an $18.1 million increase in operation and maintenance expense due to increased storage and compression maintenance and other compliance-related activities.

In the first half of fiscal 2025, we anticipate filing a new $8.0 billion shelf registration statement and a prospectus supplement under this new shelf registration statement for a new $1.7 billion ATM equity sales program to replace the former arrangements.

As of September 30, 2024, we had the following forward starting interest rate swaps in place to hedge future planned debt issuances:

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

| | | | | | | $ | 300,000 | | | | | | | |

| | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024 vs. 2023 | | | | | | 2023 vs. 2022 | | |

Capital spending in our distribution segment increased $322.2 million, primarily as a result of increased system modernization and customer growth spending.

Capital spending in our pipeline and storage segment decreased $191.0 million, primarily due to the timing of spending for pipeline system safety and reliability in Texas.

We completed a public offering of $500 million of 6.20% senior notes due October 2053 and $400 million of 5.90% senior notes due October 2033, and received net proceeds from the offering, after the underwriting discount and offering expenses, of $889.4 million.

We also completed a public offering of $325 million of 5.90% senior notes due October 2033, and received net proceeds from the offering, after the underwriting discount and offering expenses, of $339.0 million.

outstanding.

On April 1, 2024, Moody's reaffirmed its long-term and short-term credit ratings and placed our ratings under negative outlook.

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| Securitized long-term debt | | | 85,078 | | | | | | 8,207 | | | | | | 17,721 | | | | | | 19,621 | | | | | | 39,529 | | |

| Interest charges (2) | | | 5,854,623 | | | | | | 318,117 | | | | | | 635,037 | | | | | | 592,054 | | | | | | 4,309,415 | | |

| Interest charges on securitized long-term debt | | | 21,071 | | | | | | 4,281 | | | | | | 7,255 | | | | | | 5,356 | | | | | | 4,179 | | |

| Finance leases (3) | | | 66,506 | | | | | | 3,438 | | | | | | 7,070 | | | | | | 7,338 | | | | | | 48,660 | | |

| Operating leases (4) | | | 320,408 | | | | | | 43,244 | | | | | | 73,917 | | | | | | 56,419 | | | | | | 146,828 | | |

| Impairment assessments | | | We review the carrying value of our long-lived assets, including goodwill and identifiable intangibles, whenever events or changes in circumstance indicate that such carrying values may not be recoverable, and at least annually for goodwill, as required by U.S. accounting standards. The evaluation of our goodwill balances and other long-lived assets or identifiable assets for which uncertainty exists regarding the recoverability of the carrying value of such assets involves the assessment of future cash flows and external market conditions and other subjective factors that could impact the estimation of future cash flows including, but not limited to the commodity prices, the amount and timing of future cash flows, future growth rates and the discount rate. Unforeseen events and changes in circumstances or market conditions could adversely affect these estimates, which could result in an impairment charge. | | | General economic and market conditions Projected timing and amount of future discounted cash flows Judgment in the evaluation of relevant data | | |

Atmos Energy strives to operate its businesses safely and reliably while delivering superior financial results.

Our commitment to modernizing our natural gas distribution and transmission systems requires a significant level of capital spending.

Therefore, the amount of

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

- a $20.2 million increase in line locate spending, primarily in our Mid-Tex Division.

- 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.

Other non-operating income increased $18.0 million primarily due to a higher allowance for funds used during construction (AFUDC) related to increased capital spending as well as unrealized gains on equity investments in the current

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

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.

The increase in rates was driven by increased safety and reliability spending.

- a $33.1 million increase in operating expenses primarily attributable to increased depreciation expense and property taxes associated with increased capital investments, employee-related costs, and pipeline inspection activities.

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

INFLATION REDUCTION ACT OF 2022

In August 2022, the U.S. government enacted the Inflation Reduction Act of 2022 (the Inflation Reduction Act) into law.

The Inflation Reduction Act includes a new corporate alternative minimum tax (the Corporate AMT) of 15% on the adjusted financial statement income (AFSI) of corporations with average AFSI exceeding $1.0 billion over a three-year period.

We currently anticipate this tax will apply to us within the next three years, and it could materially impact our cash tax payments.

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

Also, the Inflation Reduction Act imposes a methane emissions charge for methane emissions in excess of 25,000 metric tons carbon dioxide equivalent per year.

Based on our preliminary evaluation of the regulations, we currently do not anticipate this provision of the Inflation Reduction Act will have a material impact on our financial position, results of operations or cash flows.

Additionally, the Inflation Reduction Act

imposes an excise tax of 1% tax on the fair market value of net stock repurchases made after December 31, 2022.

The impact of this provision will be dependent on the extent of share repurchases made in future periods.

On September 26, 2023, we settled $700 million of forward starting interest rate swaps associated with a debt issuance that was completed on October 10, 2023.

The following table summarizes our existing forward starting interest rate swaps as of September 30, 2023.

| Fiscal 2025 | | | | | | $ | 600,000 | | | | | 1.75 | | % |

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

(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% at September 30, 2022.

Excluding this cash inflow, operating cash flow in fiscal 2023 was $1,437.8 million.

Capital spending increased by $361.6 million, or 15 percent, as a result of planned increases to modernize our system and improve pipeline system safety and reliability in Texas and further enhance the safety, reliability, versatility and supply diversification of APT's system.

We completed a public offering of $600 million of 2.85% senior notes due February 2052.

We also completed a public offering of $200 million of 2.625% senior notes due September 2029 that were used to repay our $200 million floating-rate term loan.

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

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

| Short-term debt (1) | | | 241,933 | | | | | | 241,933 | | | | | | — | | | | | | — | | | | | | — | | |

| 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 | | |

In our distribution segment, we use a combination of physical storage, fixed-price forward [removed: contracts] [added: contracts,] and financial instruments, primarily over-the-counter swap and option contracts, in an effort to minimize the impact of natural gas price volatility on our customers during the winter heating season.

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: 2023.][added: 2024.]

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

We will be recognized for exceptional customer service, for being a great [removed: employer] [added: employer,] and for achieving superior financial results.

[removed: Since 2011, our] [added: Our] operating strategy [removed: has] [added: is] focused on modernizing our business and infrastructure while reducing regulatory lag.

This operating strategy supports continued investment in safety, innovation, environmental [removed: sustainability] [added: sustainability,] and our communities.

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

- The *distribution segment* is [removed: primarily] comprised of our regulated natural gas distribution and related sales operations in eight states.

- The *pipeline and storage segment* is comprised primarily of the [added: regulated] pipeline and storage operations of our Atmos Pipeline-Texas division and our natural gas transmission operations in Louisiana.

| Mid-Tex | | | | | | Texas, including the Dallas/Fort Worth Metroplex | | | | | | 550 | | | | | | [removed: 1,856,356] [added: 1,804,265] | | |

| Kentucky/Mid-States | | | | | | Kentucky | | | | | | 220 | | | | | | [removed: 185,630] [added: 176,903] | | |

| West Texas | | | | | | Amarillo, Lubbock, Midland | | | | | | 80 | | | | | | [removed: 330,490] [added: 314,503] | | |

| Colorado-Kansas | | | | | | Colorado | | | | | | 170 | | | | | | [removed: 129,197] [added: 129,727] | | |

At September 30, [removed: 2023,] [added: 2024,] we held [removed: 1,021] [added: 1,026] franchises having terms generally ranging from five to 35 years.

A [removed: significant] number of our franchises expire each year, which require renewal prior to the end of their terms.

Rates established by regulatory authorities often include cost adjustment mechanisms for costs that (i) are subject to significant price fluctuations compared to our other costs, (ii) represent a large component of our cost of [removed: service] [added: service,] and (iii) are generally outside our control.

Our supply of natural gas is provided by a variety of suppliers, including independent [removed: producers] [added: producers,] and marketers.

The gas is delivered into our systems by various pipeline companies, withdrawals of gas from proprietary and contracted storage [removed: assets] [added: assets,] and base load and peaking arrangements, as needed.

Major suppliers during fiscal [removed: 2023] [added: 2024] were Cima Energy, LP, ConocoPhillips Company, EnLink Gas Marketing LP, Enterprise Navitas Midstream Midland Basin LLC, Hartree Partners, L.P., Sequent Energy Management LLC, Symmetry Energy Solutions, LLC, Targa Gas Marketing LLC, [added: Tenaska Marking Ventures, and] Texla Energy Management, Inc. [removed: and Twin Eagle Resource Management, LLC.]

The peak-day demand for our distribution operations in fiscal [removed: 2023] [added: 2024] was on [removed: December 23, 2022,] [added: January 15, 2024,] when sales to customers reached approximately [removed: 4.2] [added: 4.3] Bcf.

Currently, our distribution divisions utilize [removed: 35] [added: 34] pipeline transportation companies, both interstate and intrastate, to transport our natural gas.

Our customers’ demand on our system is not necessarily indicative of our ability to meet current or anticipated market demands or immediate delivery requirements because of factors such as the physical limitations of gathering, storage and transmission systems, the duration and severity of cold weather, the availability of gas reserves from our suppliers, the ability to purchase additional supplies on a short-term [removed: basis] [added: basis,] and actions by federal and state regulatory authorities.

Our pipeline and storage segment consists of the [added: regulated] pipeline and storage operations of APT and our natural gas transmission operations in Louisiana.

APT is one of the largest intrastate pipeline operations in Texas with a heavy concentration in the established natural gas-producing areas of central, [removed: northern] [added: northern,] and eastern Texas, extending into or near the major producing areas of the Barnett Shale, the Texas Gulf [removed: Coast] [added: Coast,] and the Permian Basin of West Texas.

Through its system, APT provides transportation and storage services to our Mid-Tex Division, other third party local distribution companies, industrial and electric generation customers, [removed: marketers] [added: marketers,] and producers.

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

Our rate strategy focuses on reducing or eliminating regulatory lag, obtaining adequate [removed: returns] [added: returns,] and providing stable, predictable margins, which benefit both our customers and the Company.

Through our annual formula rate mechanisms and infrastructure programs, we have the ability to [removed: recover] [added: begin recovering] approximately 90 percent of our capital expenditures within six months and substantially all of our capital expenditures within twelve months.

- Authorization in tariffs, statute or commission rules that allows us to defer certain elements of our cost of service such as depreciation, ad valorem [removed: taxes and] [added: taxes,] pension costs, [added: and certain safety related expenses,] until they are included in rates.

- WNA mechanisms in seven states that serve to minimize the effects of weather on approximately [removed: 96] [added: 97] percent of our distribution residential and commercial revenues.

- The ability to recover the gas cost portion of bad debts in [removed: five] [added: six] states which represents approximately [removed: 80] [added: 89] percent of our distribution residential and commercial revenues.

The following tables provides a jurisdictional rate summary for our regulated operations as of September 30, [removed: 2023.][added: 2024.]

| Atmos Pipeline [removed: —] [added: -] Texas | | | | | | [removed: Texas(5)] [added: Texas] | | | | | | [removed: 05/17/2023] [added: 12/2023] | | | | | | [removed: $4,055,375] [added: 82,440] | | | | | | [removed: 8.87%] [added: —] | | | | | | [removed: 47/53] [added: 82,440] | | | [removed: 11.50%] | | | [added: 05/14/2024 | | |]

| | | | | | | Kentucky-PRP | | | | | | [removed: 10/02/2022] [added: 10/01/2023] | | | | | | [removed: 14,375] [added: 40,504] | | | | | | 6.94% | | | | | | 45/55 | | | 9.45% | | |

| | | | | | | Virginia-SAVE | | | | | | [removed: 10/01/2022] [added: 10/01/2023] | | | | | | [removed: 11,753] [added: 16,422] | | | | | | 7.43% | | | | | | 42/58 | | | 9.20% | | |

| | | | | | | Mid-Tex ATM Cities | | | | | | [removed: 06/09/2023] [added: 06/07/2024] | | | | | | [removed: 5,932,535(6)] [added: 7,009,146(6)] | | | | | | 7.97% | | | | | | 40/60 | | | 9.80% | | |

| | | | | | | Mid-Tex Environs | | | | | | [removed: 06/01/2023] [added: 06/01/2024] | | | | | | [removed: 5,932,542(6)] [added: 7,009,154(6)] | | | | | | 7.97% | | | | | | 40/60 | | | 9.80% | | |

| | | | | | | West Texas - ALDC | | | | | | [removed: 06/09/2023] [added: 06/07/2024] | | | | | | [removed: 960,622(9)] [added: 1,062,054(9)] | | | | | | 7.35% | | | | | | 41/59 | | | (4) | | |

| | | | | | | West Texas - Environs | | | | | | [removed: 06/01/2023] [added: 06/01/2024] | | | | | | [removed: 958,159(9)] [added: 1,059,604(9)] | | | | | | 7.97% | | | | | | 40/60 | | | 9.80% | | |

| | | | | | | West Texas - Triangle | | | | | | [removed: 06/01/2023] [added: 06/01/2024] | | | | | | [removed: 56,279] [added: 65,124] | | | | | | 7.71% | | | | | | 40/60 | | | 9.80% | | |

| Mississippi | | | | | | Mississippi | | | | | | [removed: No] [added: Yes] | | | | | | Yes | | | | | | Yes | | | No | | | | | | November-April | | |

(1)The rate base, authorized rate of return, authorized debt/equity [removed: ratio] [added: ratio,] and authorized return on equity presented in this table are those from the most recent approved regulatory filing for each jurisdiction.

| | | | | | | Tennessee | | | | | | | | | | | | 161,193 | | |

| | | | | | | Virginia | | | | | | | | | | | | 23,777 | | |

| Louisiana | | | | | | Louisiana | | | | | | 270 | | | | | | 360,870 | | |

| Mississippi | | | | | | Mississippi | | | | | | 110 | | | | | | 251,147 | | |

| | | | | | | Kansas | | | | | | | | | | | | 139,435 | | |

| Atmos Pipeline — Texas | | | | | | Texas | | | | | | 05/14/2024 | | | | | | $4,773,699 | | | | | | 8.49% | | | | | | 40/60 | | | 11.45% | | |

| | | | | | | Colorado SSIR | | | | | | 01/01/2024 | | | | | | 52,820 | | | | | | 7.00% / 3.97% | | | | | | 42/58 | | | (4) | | |

| | | | | | | Kansas GSRS | | | | | | 11/02/2023 | | | | | | 16,546 | | | | | | (4) | | | | | | (4) | | | (4) | | |

| | | | | | | Kansas SIP | | | | | | 04/01/2024 | | | | | | 19,908 | | | | | | (4) | | | | | | (4) | | | (4) | | |

| | | | | | | Tennessee | | | | | | 06/01/2024 | | | | | | 554,053 | | | | | | 7.64% | | | | | | 38/62 | | | 9.80% | | |

| | | | | | | Virginia | | | | | | 12/01/2023 | | | | | | 71,450 | | | | | | 7.57% | | | | | | 39/61 | | | 9.90% | | |

| Louisiana | | | | | | Louisiana | | | | | | 07/01/2024 | | | | | | 1,227,842 | | | | | | 7.43% | | | | | | 42/58 | | | 9.80% | | |

| Mid-Tex | | | | | | Mid-Tex Cities(5) | | | | | | 10/01/2023 | | | | | | 6,070,321(6) | | | | | | 7.35% | | | | | | 42/58 | | | 9.80% | | |

| | | | | | | Mid-Tex — Dallas | | | | | | 06/01/2024 | | | | | | 6,844,772(6) | | | | | | 7.47% | | | | | | 40/60 | | | 9.80% | | |

| Mississippi | | | | | | Mississippi(7) | | | | | | 12/01/2023 | | | | | | 591,882 | | | | | | 7.82% | | | | | | 39/61 | | | 10.34% | | |

| | | | | | | Mississippi - SIR(7) | | | | | | 12/01/2023 | | | | | | 472,676 | | | | | | 7.82% | | | | | | 39/61 | | | 10.34% | | |

| West Texas | | | | | | West Texas Cities(8) (10) | | | | | | 10/01/2023 | | | | | | 965,289(9) | | | | | | 7.35% | | | | | | 42/58 | | | 9.80% | | |

(7)The Mississippi Public Service Commission approved a settlement at its meeting on November 4, 2024, which included a rate base of $1.2 billion and an authorized return of 7.80%.

No debt/equity ratio or an authorized ROE was included in the commissions final order.

| *2024 Filings:* | | | | | | | | | | | | | | | | | | | | |

| Annual formula rate mechanisms | | | | | | $ | 347,763 | | | | | $ | (31,314) | | | | | $ | 316,449 | |

| Total 2024 Filings | | | | | | $ | 376,250 | | | | | $ | (69,174) | | | | | $ | 307,076 | |

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

| | | | | | | | | | | | | | | | | | | $ | 218,038 | |

(1) The staff of the Kansas Corporation Commission recommended approval of the GSRS filing on October 17, 2024, subject to commission approval.

(5) On November 4, 2024, the Mississippi Public Service Commission (MPSC) approved an increase in operating income of $24.0 million for the SIR filing and an increase in operating income of $3.8 million for the SRF filing.

| *2024 Filings:* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Louisiana | | | | | | Louisiana | | | | | | 12/2023 | | | | | | $ | 35,645 | | | | | $ | (11,785) | | | | | $ | 23,860 | | | | | 07/01/2024 | | |

| West Texas | | | | | | Amarillo, Lubbock, Dalhart and Channing | | | | | | 12/2023 | | | | | | 7,344 | | | | | | — | | | | | | 7,344 | | | | | | 06/07/2024 | | |

| Kentucky/Mid-States | | | | | | Tennessee ARM | | | | | | 09/2023 | | | | | | 18,570 | | | | | | (4,348) | | | | | | 14,222 | | | | | | 06/01/2024 | | |

| Mid-Tex | | | | | | DARR | | | | | | 09/2023 | | | | | | 37,809 | | | | | | (14,782) | | | | | | 23,027 | | | | | | 06/01/2024 | | |

| West Texas | | | | | | Triangle | | | | | | 12/2023 | | | | | | 1,300 | | | | | | — | | | | | | 1,300 | | | | | | 06/01/2024 | | |

| West Texas | | | | | | Environs | | | | | | 12/2023 | | | | | | 1,379 | | | | | | — | | | | | | 1,379 | | | | | | 06/01/2024 | | |

| Mid-Tex | | | | | | Environs | | | | | | 12/2023 | | | | | | 8,529 | | | | | | — | | | | | | 8,529 | | | | | | 06/01/2024 | | |

| Colorado-Kansas | | | | | | Kansas SIP | | | | | | 12/2023 | | | | | | 708 | | | | | | — | | | | | | 708 | | | | | | 04/01/2024 | | |

| Mississippi | | | | | | Mississippi - SIR | | | | | | 10/2024 | | | | | | 10,969 | | | | | | — | | | | | | 10,969 | | | | | | 12/01/2023 | | |

| Mississippi | | | | | | Mississippi - SRF | | | | | | 10/2024 | | | | | | 11,539 | | | | | | (472) | | | | | | 11,067 | | | | | | 12/01/2023 | | |

| Colorado-Kansas | | | | | | Kansas GSRS | | | | | | 09/2023 | | | | | | 1,752 | | | | | | — | | | | | | 1,752 | | | | | | 11/02/2023 | | |

| Mid-Tex | | | | | | Mid-Tex Cities RRM | | | | | | 12/2022 | | | | | | 98,585 | | | | | | 185 | | | | | | 98,770 | | | | | | 10/01/2023 | | |

| West Texas | | | | | | West Texas Cities RRM | | | | | | 12/2022 | | | | | | 8,594 | | | | | | (112) | | | | | | 8,482 | | | | | | 10/01/2023 | | |

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

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

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

| Mississippi | | | | | | Mississippi | | | | | | 110 | | | | | | 273,586 | | |

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

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

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

| | | | | | | Kansas SIP | | | | | | 04/01/2023 | | | | | | 13,270 | | | | | | 7.03% | | | | | | 44/56 | | | 9.10% | | |

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

| | | | | | | Virginia | | | | | | 04/01/2019 | | | | | | 47,827 | | | | | | 7.43% | | | | | | 42/58 | | | 9.20% | | |

| 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 | | | | | | West Texas Cities(8) (10) | | | | | | 10/01/2022 | | | | | | 855,328(9) | | | | | | 7.28% | | | | | | 42/58 | | | 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.

| *2021 Filings:* | | | | | | | | | | | | | | | | | | | | |

| Annual formula rate mechanisms | | | | | | $ | 181,459 | | | | | $ | 39,306 | | | | | $ | 220,765 | |

| Total 2021 Filings | | | | | | $ | 185,701 | | | | | $ | 40,474 | | | | | $ | 226,175 | |

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

| | | | | | | | | | | | | | | | | | | $ | 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.

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.

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

| *2021 Filings:* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Mid-Tex | | | | | | Environs | | | | | | 12/2020 | | | | | | $ | 4,632 | | | | | $ | — | | | | | $ | 4,632 | | | | | 09/01/2021 | | |

| Louisiana | | | | | | Louisiana | | | | | | 12/2020 | | | | | | (2,407) | | | | | | 24,192 | | | | | | 21,785 | | | | | | 07/01/2021 | | |

| West Texas | | | | | | Triangle (3) | | | | | | 12/2020 | | | | | | 416 | | | | | | — | | | | | | 416 | | | | | | 06/11/2021 | | |

| West Texas | | | | | | Environs (3) | | | | | | 12/2020 | | | | | | 1,267 | | | | | | — | | | | | | 1,267 | | | | | | 06/11/2021 | | |

| Mid-Tex | | | | | | DARR (3) | | | | | | 09/2020 | | | | | | 1,708 | | | | | | 15,114 | | | | | | 16,822 | | | | | | 06/09/2021 | | |

| Kentucky/Mid-States | | | | | | Tennessee ARM | | | | | | 09/2020 | | | | | | 10,260 | | | | | | — | | | | | | 10,260 | | | | | | 06/01/2021 | | |

| Atmos Pipeline - Texas | | | | | | Texas | | | | | | 12/2020 | | | | | | 43,868 | | | | | | — | | | | | | 43,868 | | | | | | 05/11/2021 | | |

| Colorado-Kansas | | | | | | Kansas GSRS | | | | | | 09/2020 | | | | | | 1,695 | | | | | | — | | | | | | 1,695 | | | | | | 02/01/2021 | | |

| Mid-Tex | | | | | | Mid-Tex Cities RRM | | | | | | 12/2019 | | | | | | 82,645 | | | | | | — | | | | | | 82,645 | | | | | | 12/01/2020 | | |

| West Texas | | | | | | West Texas Cities RRM | | | | | | 12/2019 | | | | | | 5,645 | | | | | | — | | | | | | 5,645 | | | | | | 12/01/2020 | | |

| Mississippi | | | | | | Mississippi - SIR | | | | | | 10/2021 | | | | | | 10,556 | | | | | | — | | | | | | 10,556 | | | | | | 11/01/2020 | | |

| Mississippi | | | | | | Mississippi - SRF | | | | | | 10/2021 | | | | | | 5,856 | | | | | | — | | | | | | 5,856 | | | | | | 11/01/2020 | | |

For the fiscal year ended September 30, [removed: 2023][added: 2024]

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: 2023,] [added: 2024,] was [removed: $16,116,913,880.][added: $17,825,800,856.]

As of November [removed: 6, 2023,] [added: 14, 2024,] the registrant had [removed: 148,496,108] [added: 155,399,533] 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: 7, 2024] [added: 5, 2025] are incorporated by reference into Part III of this report.

| [Glossary of Key [removed: Terms](#ia3afa9bc61d44e859db314a832b946b3_10)] [added: Terms](#i81a86c7a28f2449ea243859e5528848d_10)] | | | | | | [removed: [3](#ia3afa9bc61d44e859db314a832b946b3_10)] [added: [3](#i81a86c7a28f2449ea243859e5528848d_10)] | | |

| Item 1. | | | [removed: [Business](#ia3afa9bc61d44e859db314a832b946b3_16)] [added: [Business](#i81a86c7a28f2449ea243859e5528848d_16)] | | | [removed: [4](#ia3afa9bc61d44e859db314a832b946b3_16)] [added: [4](#i81a86c7a28f2449ea243859e5528848d_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ia3afa9bc61d44e859db314a832b946b3_19)] [added: Factors](#i81a86c7a28f2449ea243859e5528848d_19)] | | | [removed: [14](#ia3afa9bc61d44e859db314a832b946b3_19)] [added: [14](#i81a86c7a28f2449ea243859e5528848d_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ia3afa9bc61d44e859db314a832b946b3_22)] [added: Comments](#i81a86c7a28f2449ea243859e5528848d_22)] | | | [removed: [18](#ia3afa9bc61d44e859db314a832b946b3_22)] [added: [19](#i81a86c7a28f2449ea243859e5528848d_22)] | | |

| Item 2. | | | [removed: [Properties](#ia3afa9bc61d44e859db314a832b946b3_25)] [added: [Properties](#i81a86c7a28f2449ea243859e5528848d_25)] | | | [removed: [19](#ia3afa9bc61d44e859db314a832b946b3_25)] [added: [21](#i81a86c7a28f2449ea243859e5528848d_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ia3afa9bc61d44e859db314a832b946b3_28)] [added: Proceedings](#i81a86c7a28f2449ea243859e5528848d_28)] | | | [removed: [20](#ia3afa9bc61d44e859db314a832b946b3_28)] [added: [22](#i81a86c7a28f2449ea243859e5528848d_28)] | | |

| Item 4. | | | [removed: Mine] [added: [Mine] Safety [removed: Disclosures] [added: Disclosures](#i81a86c7a28f2449ea243859e5528848d_31)] | | | [removed: [20](#ia3afa9bc61d44e859db314a832b946b3_31)] [added: [22](#i81a86c7a28f2449ea243859e5528848d_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ia3afa9bc61d44e859db314a832b946b3_37)] [added: Securities](#i81a86c7a28f2449ea243859e5528848d_37)] | | | [removed: [20](#ia3afa9bc61d44e859db314a832b946b3_37)] [added: [22](#i81a86c7a28f2449ea243859e5528848d_37)] | | |

| Item 6. | | | [removed: [Reserved](#ia3afa9bc61d44e859db314a832b946b3_40)] [added: [Reserved](#i81a86c7a28f2449ea243859e5528848d_40)] | | | [removed: [22](#ia3afa9bc61d44e859db314a832b946b3_40)] [added: [24](#i81a86c7a28f2449ea243859e5528848d_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia3afa9bc61d44e859db314a832b946b3_79)] [added: Operations](#i81a86c7a28f2449ea243859e5528848d_46)] | | | [removed: [22](#ia3afa9bc61d44e859db314a832b946b3_46)] [added: [24](#i81a86c7a28f2449ea243859e5528848d_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ia3afa9bc61d44e859db314a832b946b3_82)] [added: Risk](#i81a86c7a28f2449ea243859e5528848d_82)] | | | [removed: [33](#ia3afa9bc61d44e859db314a832b946b3_82)] [added: [35](#i81a86c7a28f2449ea243859e5528848d_82)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ia3afa9bc61d44e859db314a832b946b3_85)] [added: Data](#i81a86c7a28f2449ea243859e5528848d_85)] | | | [removed: [34](#ia3afa9bc61d44e859db314a832b946b3_85)] [added: [36](#i81a86c7a28f2449ea243859e5528848d_85)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ia3afa9bc61d44e859db314a832b946b3_181)] [added: Disclosure](#i81a86c7a28f2449ea243859e5528848d_175)] | | | [removed: [85](#ia3afa9bc61d44e859db314a832b946b3_181)] [added: [86](#i81a86c7a28f2449ea243859e5528848d_175)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ia3afa9bc61d44e859db314a832b946b3_184)] [added: Procedures](#i81a86c7a28f2449ea243859e5528848d_178)] | | | [removed: [85](#ia3afa9bc61d44e859db314a832b946b3_184)] [added: [86](#i81a86c7a28f2449ea243859e5528848d_178)] | | |

| Item 9B. | | | [Other [removed: Information](#ia3afa9bc61d44e859db314a832b946b3_187)] [added: Information](#i81a86c7a28f2449ea243859e5528848d_181)] | | | [removed: [87](#ia3afa9bc61d44e859db314a832b946b3_187)] [added: [88](#i81a86c7a28f2449ea243859e5528848d_181)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ia3afa9bc61d44e859db314a832b946b3_15393162790793)] [added: Inspections](#i81a86c7a28f2449ea243859e5528848d_184)] | | | [removed: [87](#ia3afa9bc61d44e859db314a832b946b3_15393162790793)] [added: [88](#i81a86c7a28f2449ea243859e5528848d_184)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ia3afa9bc61d44e859db314a832b946b3_193)] [added: Governance](#i81a86c7a28f2449ea243859e5528848d_190)] | | | [removed: [87](#ia3afa9bc61d44e859db314a832b946b3_193)] [added: [88](#i81a86c7a28f2449ea243859e5528848d_190)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ia3afa9bc61d44e859db314a832b946b3_196)] [added: Compensation](#i81a86c7a28f2449ea243859e5528848d_193)] | | | [removed: [88](#ia3afa9bc61d44e859db314a832b946b3_196)] [added: [89](#i81a86c7a28f2449ea243859e5528848d_193)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ia3afa9bc61d44e859db314a832b946b3_199)] [added: Matters](#i81a86c7a28f2449ea243859e5528848d_196)] | | | [removed: [88](#ia3afa9bc61d44e859db314a832b946b3_199)] [added: [89](#i81a86c7a28f2449ea243859e5528848d_196)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ia3afa9bc61d44e859db314a832b946b3_202)] [added: Independence](#i81a86c7a28f2449ea243859e5528848d_199)] | | | [removed: [88](#ia3afa9bc61d44e859db314a832b946b3_202)] [added: [89](#i81a86c7a28f2449ea243859e5528848d_199)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#ia3afa9bc61d44e859db314a832b946b3_205)] [added: Services](#i81a86c7a28f2449ea243859e5528848d_202)] | | | [removed: [88](#ia3afa9bc61d44e859db314a832b946b3_205)] [added: [89](#i81a86c7a28f2449ea243859e5528848d_202)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#ia3afa9bc61d44e859db314a832b946b3_220)] [added: Schedules](#i81a86c7a28f2449ea243859e5528848d_208)] | | | [removed: [88](#ia3afa9bc61d44e859db314a832b946b3_211)] [added: [89](#i81a86c7a28f2449ea243859e5528848d_208)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ia3afa9bc61d44e859db314a832b946b3_214)] [added: Summary](#i81a86c7a28f2449ea243859e5528848d_211)] | | | [removed: [93](#ia3afa9bc61d44e859db314a832b946b3_214)] [added: [94](#i81a86c7a28f2449ea243859e5528848d_211)] | | |

The terms “we,” “our,” “us,” “Atmos [removed: Energy”] [added: Energy,”] and the “Company” refer to Atmos Energy Corporation and its subsidiaries, unless the context suggests otherwise.

| Item 1C. | | | [Cybersecurity](#i81a86c7a28f2449ea243859e5528848d_1815) | | | [19](#i81a86c7a28f2449ea243859e5528848d_1815) | | |

| | | | | | |

We continuously assess our risk of cyber threats to adapt quickly to the ever-changing challenges and risks surrounding cybersecurity.

Atmos Energy has implemented policies, procedures, and controls to identify, protect, detect, and respond to cyberattacks or acts of online terrorism.

Atmos Energy is also subject to the U.S. Department of Homeland Security Transportation Security Administration (TSA) security directive for our natural gas pipeline monitoring and control systems.

The potential impact of cybersecurity risks on our business operations, results of operations, or financial condition is discussed in the “Technology and Cybersecurity Risks” section of Item 1A “Risk Factors.” We have not had any material cybersecurity breaches or incidents and have not incurred any material expenses, penalties, or settlement costs related to any cybersecurity breaches or incidents.

However, measures that we take to identify, protect, detect, and respond from cybersecurity breaches or incidents may be insufficient or become ineffective, and there are no assurances that cybersecurity breaches or incidents will not impact our business operations and strategy, results of operations, and financial condition in the future.

The following describes our risk management and strategy and corporate governance as it pertains to cybersecurity.

Risk Management and Strategy

Atmos Energy’s cybersecurity program leverages the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF) in its design of controls intended to reduce the risk and potential impact of cybersecurity incidents.

This comprehensive approach encompasses continuous monitoring, risk assessments, a cybersecurity incident response plan, and regular evaluations to align our practices with industry standards.

Additionally, we actively engage in cybersecurity risk management practices and continually improve procedures and practices to support the continued safe and reliable delivery of natural gas to our customers.

The identification and management of cybersecurity risk is a component of our Integrated Risk Management process, which applies adaptive process improvement to help us respond to the changing cybersecurity landscape.

Additionally, we use third parties to enhance our collective capability to monitor, detect, and respond to cybersecurity incidents.

Further, we maintain collaborative relationships with government officials, law enforcement, and industry peers to keep informed of trends and potential cyber tactics.

Finally, we maintain cybersecurity insurance coverage that we believe is appropriate for the size and complexity of our business.

We have an information technology cybersecurity incident response plan to manage cybersecurity incidents.

The plan provides guidelines for actions in response to cyber security incidents that may occur at or otherwise affect Atmos Energy.

These guidelines include notification to a cross-functional management team to assess incident materiality and an escalation process to members of our senior management team and our Board of Directors.

This plan, which is periodically reviewed and tested, is supported by third parties to provide guidance and support to our cybersecurity management team.

We also address cybersecurity risks associated with third-party service providers, including those in our supply chain or who have access to our data or our information technology systems.

Atmos Energy currently conducts cyber assessments on potential vendors that will have access to information technology systems, data or facilities that house such systems or data.

Following approval, those vendors are contractually required to manage their cybersecurity risks and provide notification in the event of a cybersecurity incident.

Governance

Our Vice President and Chief Information Officer (CIO), who has over two decades of experience in information technology, is responsible for overseeing our cybersecurity program.

The CIO oversees an IT Information security team responsible for our overall cybersecurity program.

This team is comprised of several IT professionals with varying degrees of cybersecurity experience and is led by our Director – Cybersecurity who has over 30 years of experience in information technology and cybersecurity.

The Director – Cybersecurity reports to the CIO, who reports to the Senior Vice President and Chief Financial Officer.

The CIO is a member of the Company’s Risk Management and Compliance Committee (RMCC).

The RMCC is comprised of members from the senior leadership team and is responsible for overseeing enterprise-wide risk management across all categories, including cybersecurity.

The RMCC is overseen by the Company’s Management Committee, which is comprised of the President and Chief Executive Officer, Senior Vice President and Chief Financial Officer, Senior Vice President, Utility Operations, Senior Vice President, General Counsel & Corporate Secretary and Senior Vice President, Human Resources.

The CIO provides regular cybersecurity updates to the Audit Committee of the Board of Directors and the Management Committee.

These updates address prevention, detection, mitigation, and remediation of cybersecurity incidents, as well as risks, threats, and the threat landscape.

The Audit Committee of the Board of Directors oversees the company's cybersecurity risks.

Additionally, our Board of Directors periodically engages with third-party advisors to provide further education about cybersecurity risks.

| | | | | | |

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

Distribution, [removed: transmission] [added: transmission,] and related assets

In our distribution segment, we owned an aggregate of [removed: 73,689] [added: 74,596] miles of underground distribution and transmission mains throughout our distribution systems.

Through our pipeline and storage segment we owned [removed: 5,645] [added: 5,682] miles of gas transmission lines.

The following table summarizes certain information regarding our underground gas storage facilities at September 30, [removed: 2023:][added: 2024:]

The following table summarizes our contracted storage capacity at September 30, [removed: 2023:][added: 2024:]

| | | | | | | Mid-Tex Division | | | | | | [removed: 5,500,000] [added: 6,000,000] | | | | | | [removed: 210,000] [added: 190,000] | | |

| | | | | | | West Texas Division | | | | | | [removed: 5,000,000] [added: 6,500,000] | | | | | | [removed: 161,000] [added: 246,000] | | |

| *Total* | | | | | | | | | | | | [removed: 33,413,242] [added: 35,413,242] | | | | | | [removed: 1,145,541] [added: 1,210,541] | | |

| | | | | | | Trans Louisiana Gas Pipeline, Inc. | | | | | | [removed: 1,000,000] [added: 1,500,000] | | | | | | [removed: 47,500] [added: 71,250] | | |

| Total Contracted Storage Capacity | | | | | | | | | | | | [removed: 34,413,242] [added: 36,913,242] | | | | | | [removed: 1,193,041] [added: 1,281,791] | | |

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: 2023] [added: 2024] and [removed: 2022] [added: 2023] are listed below.

| | | | | | | Fiscal [removed: 2023] [added: 2024] | | | | | | Fiscal [removed: 2022] [added: 2023] | | |

As of October 31, [removed: 2023,] [added: 2024,] there were [removed: 9,543] [added: 8,968] holders of record of our common stock.

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

We sold no securities during fiscal [removed: 2023] [added: 2024] 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: 2018] [added: 2019] in our common stock, the S&P 500 and the S&P 500 Utilities Industry Index, as well as a reinvestment of dividends paid on such investments throughout the period.

[removed: ][added: ]

| | | | [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] | | | | | | [removed: 9/30/2023] [added: 9/30/2024] | | |

The following table sets forth the number of securities authorized for issuance under our equity compensation plans at September 30, [removed: 2023.][added: 2024.]

| Total equity compensation plans approved by security holders | | | [removed: 754,445] [added: 737,219] | | | | | | — | | | | | | [removed: 631,409] [added: 407,966] | | |

(1)Comprised of a total of [removed: 298,748] [added: 259,666] time-lapse restricted stock units, [removed: 206,140] [added: 215,515] director share [removed: units] [added: units,] and [removed: 249,557] [added: 262,038] performance-based restricted stock units at the target level of performance granted under our 1998 Long-Term Incentive Plan.

| December 31 | | | | | | $ | 0.805 | | | | | $ | 0.740 | |

| March 31 | | | | | | 0.805 | | | | | | 0.740 | | |

| June 30 | | | | | | 0.805 | | | | | | 0.740 | | |

| September 30 | | | | | | 0.805 | | | | | | 0.740 | | |

| | | | | | | $ | 3.22 | | | | | $ | 2.96 | |

| Atmos Energy Corporation | | | 100.00 | | | | | | 85.77 | | | | | | 81.21 | | | | | | 96.19 | | | | | | 102.59 | | | | | | 138.10 | | |

| S&P 500 Stock Index | | | 100.00 | | | | | | 115.15 | | | | | | 149.70 | | | | | | 126.54 | | | | | | 153.89 | | | | | | 209.84 | | |

| S&P 500 Utilities Stock Index | | | 100.00 | | | | | | 95.03 | | | | | | 105.49 | | | | | | 111.38 | | | | | | 103.56 | | | | | | 146.87 | | |

| 1998 Long-Term Incentive Plan | | | 737,219 | | | (1) | | | $ | — | | | | | 407,966 | | |

| Total | | | 737,219 | | | | | | $ | — | | | | | 407,966 | | |

| 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 | | |

| [Report of independent registered public accounting [removed: firm](#ia3afa9bc61d44e859db314a832b946b3_88)] [added: firm](#i81a86c7a28f2449ea243859e5528848d_88)] (PCAOB ID: 42) | | | [removed: [35](#ia3afa9bc61d44e859db314a832b946b3_88)] [added: [37](#i81a86c7a28f2449ea243859e5528848d_88)] | | |

| [Consolidated balance sheets at September 30, [removed: 202](#ia3afa9bc61d44e859db314a832b946b3_91)[3](#ia3afa9bc61d44e859db314a832b946b3_91)] [added: 202](#i81a86c7a28f2449ea243859e5528848d_91)[4](#i81a86c7a28f2449ea243859e5528848d_91)] [and [removed: 202](#ia3afa9bc61d44e859db314a832b946b3_91)[2](#ia3afa9bc61d44e859db314a832b946b3_91)] [added: 202](#i81a86c7a28f2449ea243859e5528848d_91)[3](#i81a86c7a28f2449ea243859e5528848d_91)] | | | [removed: [37](#ia3afa9bc61d44e859db314a832b946b3_91)] [added: [39](#i81a86c7a28f2449ea243859e5528848d_91)] | | |

| [Consolidated statements of comprehensive income for the years ended September 30, [removed: 202](#ia3afa9bc61d44e859db314a832b946b3_94)[3](#ia3afa9bc61d44e859db314a832b946b3_94)[, 202](#ia3afa9bc61d44e859db314a832b946b3_94)[2](#ia3afa9bc61d44e859db314a832b946b3_94) [and](#ia3afa9bc61d44e859db314a832b946b3_94) [2021](#ia3afa9bc61d44e859db314a832b946b3_94)] [added: 202](#i81a86c7a28f2449ea243859e5528848d_94)[4](#i81a86c7a28f2449ea243859e5528848d_94)[, 202](#i81a86c7a28f2449ea243859e5528848d_94)[3](#i81a86c7a28f2449ea243859e5528848d_94)[,](#i81a86c7a28f2449ea243859e5528848d_94) [and 202](#i81a86c7a28f2449ea243859e5528848d_94)[2](#i81a86c7a28f2449ea243859e5528848d_94)] | | | [removed: [38](#ia3afa9bc61d44e859db314a832b946b3_94)] [added: [40](#i81a86c7a28f2449ea243859e5528848d_94)] | | |

| [Consolidated statements of shareholders' equity for the years ended September 30, [removed: 202](#ia3afa9bc61d44e859db314a832b946b3_97)[3](#ia3afa9bc61d44e859db314a832b946b3_97)[, 202](#ia3afa9bc61d44e859db314a832b946b3_97)[2](#ia3afa9bc61d44e859db314a832b946b3_97) [and](#ia3afa9bc61d44e859db314a832b946b3_97) [2021](#ia3afa9bc61d44e859db314a832b946b3_97)] [added: 202](#i81a86c7a28f2449ea243859e5528848d_97)[4](#i81a86c7a28f2449ea243859e5528848d_97)[, 202](#i81a86c7a28f2449ea243859e5528848d_97)[3](#i81a86c7a28f2449ea243859e5528848d_97)[,](#i81a86c7a28f2449ea243859e5528848d_97) [and 202](#i81a86c7a28f2449ea243859e5528848d_97)[2](#i81a86c7a28f2449ea243859e5528848d_97)] | | | [removed: [39](#ia3afa9bc61d44e859db314a832b946b3_97)] [added: [41](#i81a86c7a28f2449ea243859e5528848d_97)] | | |

| [Consolidated statements of cash [removed: flow for] [added: flow](#i81a86c7a28f2449ea243859e5528848d_100)[s](#i81a86c7a28f2449ea243859e5528848d_100) [for] the years ended September 30, [removed: 202](#ia3afa9bc61d44e859db314a832b946b3_100)[3](#ia3afa9bc61d44e859db314a832b946b3_100)[, 202](#ia3afa9bc61d44e859db314a832b946b3_100)[2](#ia3afa9bc61d44e859db314a832b946b3_100) [and](#ia3afa9bc61d44e859db314a832b946b3_100) [2021](#ia3afa9bc61d44e859db314a832b946b3_100)] [added: 202](#i81a86c7a28f2449ea243859e5528848d_100)[4](#i81a86c7a28f2449ea243859e5528848d_100)[, 202](#i81a86c7a28f2449ea243859e5528848d_100)[3](#i81a86c7a28f2449ea243859e5528848d_100)[,](#i81a86c7a28f2449ea243859e5528848d_100) [and 202](#i81a86c7a28f2449ea243859e5528848d_100)[2](#i81a86c7a28f2449ea243859e5528848d_100)] | | | [removed: [40](#ia3afa9bc61d44e859db314a832b946b3_100)] [added: [42](#i81a86c7a28f2449ea243859e5528848d_100)] | | |

| [Notes to consolidated financial [removed: statements](#ia3afa9bc61d44e859db314a832b946b3_103)] [added: statements](#i81a86c7a28f2449ea243859e5528848d_103)] | | | [removed: [42](#ia3afa9bc61d44e859db314a832b946b3_103)] [added: [44](#i81a86c7a28f2449ea243859e5528848d_103)] | | |

We have audited the accompanying consolidated balance sheets of Atmos Energy Corporation (the Company) as of September 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended September 30, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated November [removed: 14, 2023] [added: 18, 2024] expressed an unqualified opinion thereon.

| *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 [removed: described in Note 3, the proceeds received related to the securitization] of [removed: the costs related to the Winter Storm Uri event reflected the recovery of the related regulatory asset. As of] September 30, [removed: 2023,] [added: 2024,] there were [removed: $554.9] [added: $579.4] million of deferred costs included in regulatory assets and [removed: $1,284.3] [added: $1,227.9] 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 [removed: liabilities, including the securitization of the costs related to Winter Storm Uri.] [added: liabilities.] | | |

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Property, plant and equipment | | | $ | [removed: 21,958,447] [added: 24,784,285] | | | | | $ | [removed: 19,402,271] [added: 21,958,447] | |

| Construction in progress | | | [removed: 939,927] [added: 1,063,798] | | | | | | [removed: 835,868] [added: 939,927] | | |

| Less accumulated depreciation and amortization | | | [removed: 3,291,791] [added: 3,643,716] | | | | | | [removed: 2,997,900] [added: 3,291,791] | | |

| Net property, plant and equipment | | | [removed: 19,606,583] [added: 22,204,367] | | | | | | [removed: 17,240,239] [added: 19,606,583] | | |

| Cash and cash equivalents | | | [removed: 15,404] [added: 307,340] | | | | | | [removed: 51,554] [added: 15,404] | | |

| Restricted cash and cash equivalents (See Note 10) | | | [removed: 3,844] [added: 1,516] | | | | | | [removed: —] [added: 3,844] | | |

| Cash and cash equivalents and restricted cash and cash equivalents | | | [removed: 19,248] [added: 308,856] | | | | | | [removed: 51,554] [added: 19,248] | | |

| Accounts receivable, less allowance for uncollectible accounts of [removed: $40,840] [added: $37,056] in [removed: 2023] [added: 2024] and [removed: $49,993] [added: $40,840] in [removed: 2022] [added: 2023] | | | [removed: 328,654] [added: 365,882] | | | | | | [removed: 363,708] [added: 328,654] | | |

| Gas stored underground | | | [removed: 245,830] [added: 169,508] | | | | | | [removed: 357,941] [added: 245,830] | | |

| Other current assets [removed: (See Note 3)] | | | [removed: 292,036] [added: 288,068] | | | | | | [removed: 2,274,490] [added: 292,036] | | |

| Total current assets | | | [removed: 885,768] [added: 1,132,314] | | | | | | [removed: 3,047,693] [added: 885,768] | | |

| Securitized intangible asset, less accumulated amortization of [added: $10,756 in 2024 and] $1,398 in 2023 (See Note 10) | | | [removed: 92,202] [added: 82,844] | | | | | | [removed: —] [added: 92,202] | | |

| Deferred charges and other assets | | | [removed: 1,201,158] [added: 1,043,683] | | | | | | [removed: 1,173,800] [added: 1,201,158] | | |

| Common stock, no par value (stated at $0.005 per share); 200,000,000 shares authorized; issued and outstanding: [removed: 2023] [added: 2024] — [removed: 148,492,783] [added: 155,258,845] shares; [removed: 2022] [added: 2023] — [removed: 140,896,598] [added: 148,492,783] shares | | | $ | [removed: 742] [added: 776] | | | | | $ | [removed: 704] [added: 742] | |

| Additional paid-in capital | | | [removed: 6,684,120] [added: 7,474,559] | | | | | | [removed: 5,838,118] [added: 6,684,120] | | |

| Accumulated other comprehensive income | | | [removed: 518,528] [added: 465,715] | | | | | | [removed: 369,112] [added: 518,528] | | |

| Retained earnings | | | [removed: 3,666,674] [added: 4,216,619] | | | | | | [removed: 3,211,157] [added: 3,666,674] | | |

| Shareholders’ equity | | | [removed: 10,870,064] [added: 12,157,669] | | | | | | [removed: 9,419,091] [added: 10,870,064] | | |

| Long-term debt | | | [removed: 6,554,133] [added: 7,783,646] | | | | | | [removed: 5,760,647] [added: 6,554,133] | | |

| Securitized long-term debt (See Note 10) | | | [removed: 85,078] [added: 76,871] | | | | | | [removed: —] [added: 85,078] | | |

| Total capitalization | | | [removed: 17,509,275] [added: 20,018,186] | | | | | | [removed: 15,179,738] [added: 17,509,275] | | |

| Accounts payable and accrued liabilities | | | [removed: 336,083] [added: 445,397] | | | | | | [removed: 496,019] [added: 336,083] | | |

| Other current liabilities | | | [removed: 763,086] [added: 750,620] | | | | | | [removed: 720,157] [added: 763,086] | | |

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

| Current maturities of long-term debt | | | [removed: 1,568] [added: 1,651] | | | | | | [removed: 2,201,457] [added: 1,568] | | |

| Current maturities of securitized long-term debt (See Note 10) | | | [removed: 9,922] [added: 8,207] | | | | | | [removed: —] [added: 9,922] | | |

| Total current liabilities | | | [removed: 1,352,592] [added: 1,205,875] | | | | | | [removed: 3,602,600] [added: 1,352,592] | | |

| Deferred income taxes | | | [removed: 2,304,974] [added: 2,593,342] | | | | | | [removed: 1,999,505] [added: 2,304,974] | | |

| Regulatory excess deferred taxes (See Note 15) | | | [removed: 253,212] [added: 177,315] | | | | | | [removed: 385,213] [added: 253,212] | | |

| | | | 2024 | | | | | | 2023 | | |

| | | | 25,848,083 | | | | | | 22,898,374 | | |

| | | | $ | 25,194,465 | | | | | $ | 22,516,968 | |

| | | | $ | 25,194,465 | | | | | $ | 22,516,968 | |

| Net income | | | $ | 1,042,895 | | | | | $ | 885,862 | | | | | $ | 774,398 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,042,895 | | | | | | 1,042,895 | | |

| Other comprehensive loss | | | — | | | | | | — | | | | | | — | | | | | | (52,813) | | | | | | — | | | | | | (52,813) | | |

| Public offering | | | 6,401,469 | | | | | | 32 | | | | | | 749,955 | | | | | | — | | | | | | — | | | | | | 749,987 | | |

| Retirement savings plan | | | 67,134 | | | | | | 1 | | | | | | 7,954 | | | | | | — | | | | | | — | | | | | | 7,955 | | |

| 1998 Long-term incentive plan | | | 236,703 | | | | | | 1 | | | | | | 2,197 | | | | | | — | | | | | | — | | | | | | 2,198 | | |

| Balance, September 30, 2024 | | | 155,258,845 | | | | | | $ | 776 | | | | | $ | 7,474,559 | | | | | $ | 465,715 | | | | | $ | 4,216,619 | | | | | $ | 12,157,669 | |

| Net income | | | $ | 1,042,895 | | | | | $ | 885,862 | | | | | $ | 774,398 | |

| Repayment of securitized long-term debt by AEK | | | (9,922) | | | | | | — | | | | | | — | | |

With the completion of APT's most recent rate case in December 2023, the revenue benchmark was increased from $69.4 million to $106.9 million.

impairment assessment.

Recent accounting pronouncements

In November 2023, the Financial Accounting Standards Board (FASB) issued guidance which provides updates to qualitative and quantitative reportable segment disclosure requirements, including enhanced disclosures about significant segment expenses and increased interim disclosure requirements, among others.

The amendment is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early

adoption is permitted, and the amendments should be applied retrospectively.

This amendment will be effective for our Form 10-K for fiscal 2025 and our Form 10-Q for the first quarter of fiscal 2026.

We are currently evaluating the impact this may have on our financial statement disclosures.

In December 2023, the FASB issued guidance which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid.

The amendment is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendments should be applied prospectively; however, retrospective application is also permitted.

This amendment will be effective for our Form 10-K for fiscal 2026.

We are currently evaluating the impact this may have on our financial statement disclosures.

In November 2024, the FASB issued guidance that will require more detailed information about the types of expenses in commonly presented expense captions.

The amendment is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

This amendment will be effective for our Form 10-K for fiscal 2027 and our Form 10-Q for the first quarter of fiscal 2028.

We are currently evaluating the impact this may have on our financial statement disclosures.

of regulatory excess deferred taxes and regulatory cost of removal obligation are reported separately.

| | | | 2024 | | | | | | 2023 | | |

| APT annual System Safety and Integrity Rider (3) | | | 38,632 | | | | | | — | | |

| | | | $ | 579,390 | | | | | $ | 554,928 | |

| | | | $ | 1,227,882 | | | | | $ | 1,284,334 | |

(3)In APT's general rate case settlement in December 2023, the RRC approved a new annual compliance filing that allows APT to recover certain system safety and integrity costs incurred each year.

Costs above a specified benchmark are deferred onto the balance sheet as incurred.

Once the filing is approved by the RRC, the revenue and expense are recognized over 12 months resulting in no impact to operating income.

November 14, 2023

ATMOS ENERGY CORPORATION

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

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

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

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 665,563 | | | | | | 665,563 | | |

| Other comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | 127,392 | | | | | | — | | | | | | 127,392 | | |

| Public offering | | | 6,130,875 | | | | | | 31 | | | | | | 606,636 | | | | | | — | | | | | | — | | | | | | 606,667 | | |

| Retirement savings plan | | | 84,265 | | | | | | 1 | | | | | | 8,125 | | | | | | — | | | | | | — | | | | | | 8,126 | | |

| 1998 Long-term incentive plan | | | 242,216 | | | | | | 1 | | | | | | 3,091 | | | | | | — | | | | | | — | | | | | | 3,092 | | |

| Increase in Winter Storm Uri long-term regulatory asset (see Note 3) | | | — | | | | | | — | | | | | | (76,652) | | |

| | | | | | | | | |

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit.

| | | | $ | 554,928 | | | | | $ | 2,605,372 | |

| | | | $ | 1,284,334 | | | | | $ | 1,353,170 | |

A historic winter storm impacted supply, market pricing and demand for natural gas in our service territories in mid-February 2021.

Due to the unprecedented level of purchased gas costs incurred during Winter Storm Uri, the Kansas Corporation Commission (KCC) and the Railroad Commission of Texas (RRC) issued orders in 2021 authorizing natural gas utilities to record regulatory assets to account for the extraordinary costs associated with the winter storm.

In Kansas, we recorded a $92.3 million regulatory asset in fiscal 2021 for costs incurred during Winter Storm Uri.

As further discussed in Note 10 to the consolidated financial statements, we relieved this regulatory asset through a securitization transaction that was completed in June 2023.

U.S. GAAP does not provide comprehensive recognition and measurement guidance for many forms of government assistance received by

business entities.

Accordingly, we accounted for the proceeds received from the Finance Corporation by analogy to International Accounting Standards No. 20, "Accounting for Government Grants and Disclosure of Government Assistance" consistent with a grant related to income.

The proceeds received and the corresponding derecognition of the regulatory asset have been reflected in purchased gas cost and interest charges in our consolidated statements of comprehensive income.

As the proceeds reflect the recovery of the regulatory asset, there was no impact to earnings.

The proceeds are reflected in our consolidated statements of cash flow as an increase in operating cash flow.

Effective October 1, 2023, we began recovering $21.2 million over a 12-month period.

This amount is recorded as a current asset in other current assets as of September 30, 2023.

| Operating revenues from external parties | | | $ | 3,238,753 | | | | | $ | 168,737 | | | | | $ | — | | | | | $ | 3,407,490 | |

| Intersegment revenues | | | 3,220 | | | | | | 468,610 | | | | | | (471,830) | | | | | | — | | |

| Total operating revenues | | | 3,241,973 | | | | | | 637,347 | | | | | | (471,830) | | | | | | 3,407,490 | | |

| Purchased gas cost | | | 1,501,695 | | | | | | 1,582 | | | | | | (470,560) | | | | | | 1,032,717 | | |

| Operation and maintenance expense | | | 501,209 | | | | | | 179,080 | | | | | | (1,270) | | | | | | 679,019 | | |

| Depreciation and amortization expense | | | 345,481 | | | | | | 132,496 | | | | | | — | | | | | | 477,977 | | |

| Taxes, other than income | | | 275,074 | | | | | | 37,705 | | | | | | — | | | | | | 312,779 | | |

| Operating income | | | 618,514 | | | | | | 286,484 | | | | | | — | | | | | | 904,998 | | |

| Interest charges | | | 36,629 | | | | | | 46,925 | | | | | | — | | | | | | 83,554 | | |

| Income before income taxes | | | 561,191 | | | | | | 258,108 | | | | | | — | | | | | | 819,299 | | |

| Income tax expense | | | 115,329 | | | | | | 38,407 | | | | | | — | | | | | | 153,736 | | |

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: 2023] [added: 2024] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] consolidated financial statements of the Company and our report dated November [removed: 14, 2023] [added: 18, 2024] 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: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

| November 18, 2024 | | | | | | | | |

November 18, 2024

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

November 14, 2023

During the three months ended September 30, [removed: 2023,] [added: 2024,] 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.

Information regarding directors is incorporated herein by reference to the Company’s Definitive Proxy Statement for the Annual Meeting of Shareholders on February [removed: 7, 2024.][added: 5, 2025 under the heading "Proposal One - Election of Directors." Information regarding executive officers is reported below:]

The following table sets forth certain information as of September 30, [removed: 2023,] [added: 2024,] regarding the executive officers of the Company.

| John K. Akers | | | | | | [removed: 60] [added: 61] | | | | | | [removed: 32] [added: 33] | | | | | | President, Chief Executive Officer and Director | | |

| Christopher T. Forsythe | | | | | | [removed: 52] [added: 53] | | | | | | [removed: 20] [added: 21] | | | | | | Senior Vice President and Chief Financial Officer | | |

| John S. McDill | | | | | | [removed: 59] [added: 60] | | | | | | [removed: 36] [added: 37] | | | | | | Senior Vice President, Utility Operations | | |

| Karen E. Hartsfield | | | | | | [removed: 53] [added: 54] | | | | | | [removed: 8] [added: 9] | | | | | | Senior Vice President, General Counsel and Corporate Secretary | | |

| John M. Robbins | | | | | | [removed: 53] [added: 54] | | | | | | [removed: 10] [added: 11] | | | | | | Senior Vice President, Human Resources | | |

Identification of the members of the Audit Committee of the Board of Directors as well as the Board of Directors’ determination as to whether one or more audit committee financial experts are serving on the Audit Committee of the Board of Directors is incorporated herein by reference to the Company’s Definitive Proxy Statement for the Annual Meeting of Shareholders on February [removed: 7, 2024.][added: 5, 2025.]

Such code of ethics is represented by the Company’s Code of Conduct, which is applicable to all directors, [removed: officers] [added: officers,] and employees of the Company, including the Company’s principal executive officer, principal financial [removed: officer] [added: officer,] and principal accounting officer.

The Company has adopted an Insider Trading Policy that governs the purchase, sale, and/or other dispositions of the Company's securities by directors, officers, and employees that is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and any listing standards applicable to the Company.

A copy of the Company's Insider Trading Policy is filed as Exhibit 19 to this Form 10-K.

Information regarding executive officers is reported below:

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: 7, 2024,] [added: 5, 2025,] under the captions "Director Compensation," "Compensation Discussion and Analysis," "Other Executive Compensation [removed: Matters"] [added: 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: 7, 2024,] [added: 5, 2025,] 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 [removed: Matters] [added: 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: 7, 2024,] [added: 5, 2025,] 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: 7, 2024,] [added: 5, 2025,] under the heading "Proposal [removed: Two] [added: Three] – Ratification of Appointment of Independent Registered Public Accounting Firm."

| 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. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000095012310045280/d72740exv3w1.htm)] [added: 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/000095012310045280/d72740exv3w1.htm)] | | |

| 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. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000095012310045280/d72740exv3w2.htm)] [added: 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/000095012310045280/d72740exv3w2.htm)] | | |

| 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. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312523203859/d517403dex31.htm)] [added: 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/000119312523203859/d517403dex31.htm)] | | |

| 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. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312512466518/d434993dex41.htm)] [added: 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/000119312512466518/d434993dex41.htm)] | | |

| [removed: 4.1(b)] [added: 4.9(b)] | | | | | | [removed: Description of Registrant's Securities] [added: Global Security for the 5.95% Senior Notes due 2034] | | | | | | [Exhibit [removed: 4.1(b)] [added: 10(2)(g)] to Form 10-K for fiscal year ended September 30, [removed: 2021] [added: 2004] (File No. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000073180221000040/ato2021930ex-41b.htm)] [added: 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/000095013404017924/d20385exv10w2xgy.txt)] | | |

| 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. [removed: 333-118706)](http://www.sec.gov/Archives/edgar/data/731802/000095013404013042/d18054exv4w11xay.txt)] [added: 333-118706)](https://www.sec.gov/Archives/edgar/data/731802/000095013404013042/d18054exv4w11xay.txt)] | | |

| 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. [removed: 333-118706)](http://www.sec.gov/Archives/edgar/data/731802/000095013404013042/d18054exv4w8.txt)] [added: 333-118706)](https://www.sec.gov/Archives/edgar/data/731802/000095013404013042/d18054exv4w8.txt)] | | |

| 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. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000093066101500728/dex993.txt)] [added: 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/000093066101500728/dex993.txt)] | | |

| 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. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000095013409006158/d66980exv4w1.htm)] [added: 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/000095013409006158/d66980exv4w1.htm)] | | |

| 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. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312523166215/d486632dex11.htm)] [added: 1-10042)](https://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. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312523170235/d512280dex41.htm)] [added: 1-10042)](https://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. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312523170235/d512280dex42.htm)] [added: 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/000119312523170235/d512280dex42.htm)] | | |

| 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. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/0000950134-98-006211.txt)] [added: 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/0000950134-98-006211.txt)] | | |

| [removed: 4.9(b)] [added: 4.9(d)] | | | | | | Global Security for the [removed: 5.95%] [added: 5.5%] Senior Notes due [removed: 2034] [added: 2041] | | | | | | [Exhibit [removed: 10(2)(g)] [added: 4.2] to Form [removed: 10-K for fiscal year ended September 30, 2004] [added: 8-K dated June 13, 2011] (File No. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000095013404017924/d20385exv10w2xgy.txt)] [added: 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/000095012311058729/d82963exv4w2.htm)] | | |

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

| [removed: 4.9(d)] [added: 4.9(j)] | | | | | | Global Security for the [removed: 5.5%] [added: 3.000%] Senior Notes due [removed: 2041] [added: 2027] | | | | | | [Exhibit 4.2 to Form 8-K dated June [removed: 13, 2011] [added: 8, 2017] (File No. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000095012311058729/d82963exv4w2.htm)] [added: 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/000119312517198618/d411353dex42.htm)] | | |

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

| 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. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312513013261/d468171dex42.htm)] [added: 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/000119312513013261/d468171dex42.htm)] | | |

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

| 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. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000073180214000028/ato20141017exhibit42.htm)] [added: 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/000073180214000028/ato20141017exhibit42.htm)] | | |

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

| [removed: 4.9(j)] [added: 4.9(k)] | | | | | | Global Security for the [removed: 3.000%] [added: 4.125%] Senior Notes due [removed: 2027] [added: 2044] | | | | | | [Exhibit [removed: 4.2] [added: 4.3] to Form 8-K dated June 8, 2017 (File No. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312517198618/d411353dex42.htm)] [added: 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/000119312517198618/d411353dex43.htm)] | | |

| [removed: 4.9(k)] [added: 4.9(ii)] | | | | | | Global Security for the [removed: 4.125%] [added: 5.900%] Senior Notes due [removed: 2044] [added: 2033] | | | | | | [Exhibit 4.3 to Form 8-K dated June [removed: 8, 2017] [added: 21, 2024] (File No. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312517198618/d411353dex43.htm)] [added: 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/000119312524165666/d856870dex43.htm)] | | |

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

| 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. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312518293134/d627444dex42.htm)] [added: 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/000119312518293134/d627444dex42.htm)] | | |

| 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. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312518293134/d627444dex43.htm)] [added: 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/000119312518293134/d627444dex43.htm)] | | |

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

| 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. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312519062412/d704833dex42.htm)] [added: 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/000119312519062412/d704833dex42.htm)] | | |

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

| 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. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312519260779/d813343dex42.htm)] [added: 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/000119312519260779/d813343dex42.htm)] | | |

| 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. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312519260779/d813343dex43.htm)] [added: 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/000119312519260779/d813343dex43.htm)] | | |

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

| 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. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312520261296/d55358dex42.htm)] [added: 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/000119312520261296/d55358dex42.htm)] | | |

| 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. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312520261296/d55358dex43.htm)] [added: 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/000119312520261296/d55358dex43.htm)] | | |

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

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

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

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

| 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. [removed: 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312522009852/d290117dex42.htm)] [added: 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/000119312522009852/d290117dex42.htm)] | | |

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

| 4.1(b) | | | | | | [Description of Registrant's Securities](https://www.sec.gov/Archives/edgar/data/731802/000073180224000030/ato2024930ex-41b.htm) | | | | | | | | |

| 4.9(hh) | | | | | | Officers' Certificate dated June 21, 2024 | | | | | | [Exhibit 4.2 to Form 8-K dated June 21, 2024 (File No. 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/000119312524165666/d856870dex42.htm) | | |

| 4.9(jj) | | | | | | Officers' Certificate dated October 1, 2024 | | | | | | [Exhibit 4.2 to Form 8-K dated October 1, 2024 (File No. 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/000119312524230167/d895771dex42.htm) | | |

| 4.9(kk) | | | | | | Global Security for the 5.000% Senior Notes due 2054 | | | | | | [Exhibit 4.3 to Form 8-K dated October 1, 2024 (File No. 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/000119312524230167/d895771dex43.htm) | | |

| 4.9(ll) | | | | | | Global Security for the 5.000% Senior Notes due 2054 | | | | | | [Exhibit 4.4 to Form 8-K dated October 1, 2024 (File No. 1-10042)](https://www.sec.gov/Archives/edgar/data/731802/000119312524230167/d895771dex44.htm) | | |

| 19 | | | | | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/731802/000073180224000030/ato20240930ex-19.htm) | | | | | | | | |

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

| 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)](http://www.sec.gov/Archives/edgar/data/0000731802/000119312521104000/d143871dex102.htm) | | |

| 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)](http://www.sec.gov/Archives/edgar/data/731802/000119312522093660/d279855dex101.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) | | |

| 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)](http://www.sec.gov/Archives/edgar/data/731802/000119312523088377/d470311dex11.htm) | | |

| 10.6(b) | | | | | | Form of Master Forward Sale Confirmation | | | | | | [Exhibit 1.2 to Form 8-K dated March 31, 2023 (File No. 1-10042)](http://www.sec.gov/Archives/edgar/data/731802/000119312523088377/d470311dex12.htm) | | |

Date: November [removed: 14, 2023][added: 18, 2024]

| /s/ KIM R. COCKLIN | | | | | | Chairman of the Board | | | | | | November [removed: 14, 2023] [added: 18, 2024] | | |

| /s/ JOHN K. AKERS | | | | | | President, Chief Executive Officer and Director | | | | | | November [removed: 14, 2023] [added: 18, 2024] | | |

| /s/ CHRISTOPHER T. FORSYTHE | | | | | | Senior Vice President and Chief Financial Officer | | | | | | November [removed: 14, 2023] [added: 18, 2024] | | |

| /s/ [removed: RICHARD M. THOMAS] [added: MICHELLE H. FAULK] | | | | | | Vice President and Controller (Principal Accounting Officer) | | | | | | November [removed: 14, 2023] [added: 18, 2024] | | |

| /s/ JOHN C. ALE | | | | | | Director | | | | | | November [removed: 14, 2023] [added: 18, 2024] | | |

| /s/ KELLY H. COMPTON | | | | | | Director | | | | | | November [removed: 14, 2023] [added: 18, 2024] | | |

| /s/ SEAN DONOHUE | | | | | | Director | | | | | | November [removed: 14, 2023] [added: 18, 2024] | | |

| /s/ RAFAEL G. GARZA | | | | | | Director | | | | | | November [removed: 14, 2023] [added: 18, 2024] | | |

| /s/ RICHARD K. GORDON | | | | | | Director | | | | | | November [removed: 14, 2023] [added: 18, 2024] | | |

| /s/ NANCY K. QUINN | | | | | | Director | | | | | | November [removed: 14, 2023] [added: 18, 2024] | | |

| /s/ RICHARD A. SAMPSON | | | | | | Director | | | | | | November [removed: 14, 2023] [added: 18, 2024] | | |

| /s/ DIANA J. WALTERS | | | | | | Director | | | | | | November [removed: 14, 2023] [added: 18, 2024] | | |

| /s/ FRANK YOHO | | | | | | Director | | | | | | November [removed: 14, 2023] [added: 18, 2024] | | |

| Michelle H. Faulk | | | | | | | | | | | | | | |

| /s/ EDWARD GEISER | | | | | | Director | | | | | | November 18, 2024 | | |

| Edward Geiser | | | | | | | | | | | | | | |

| /s/ TELISA TOLIVER | | | | | | Director | | | | | | November 18, 2024 | | |

| Telisa Toliver | | | | | | | | | | | | | | |

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| Richard M. Thomas | | | | | | | | | | | | | | |