Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

INTRODUCTION

The following discussion should be read in conjunction with the condensed consolidated financial statements in this Quarterly Report on Form 10-Q and Management’s Discussion and Analysis in our Annual Report on Form 10-K for the year ended September 30, 2022.

Cautionary Statement for the Purposes of the Safe Harbor under the Private Securities Litigation Reform Act of 1995

The statements contained in this Quarterly Report on Form 10-Q may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included in this Report are forward-looking statements made in good faith by us and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. 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”, “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 supply and other factors. These risks and uncertainties include the following: federal, state and local regulatory and political trends and decisions, including the impact of rate proceedings before various state regulatory commissions; increased federal regulatory oversight and potential penalties; possible increased federal, state and local regulation of the safety of our operations; possible significant costs and liabilities resulting from pipeline integrity and other similar programs and related repairs; the inherent hazards and risks involved in distributing, transporting and storing natural gas; the availability and accessibility of contracted gas supplies, interstate pipeline and/or storage services; increased competition from energy suppliers and alternative forms of energy; failure to attract and retain a qualified workforce; natural disasters, terrorist activities or other events and other risks and uncertainties discussed herein, all of which are difficult to predict and many of which are beyond our control; increased dependence on technology that may hinder the Company's business if such technologies fail; the threat of cyber-attacks or acts of cyber-terrorism that could disrupt our business operations and information technology systems or result in the loss or exposure of confidential or sensitive customer, employee or Company information; the impact of new cybersecurity compliance requirements; adverse weather conditions; the impact of greenhouse gas emissions or other legislation or regulations intended to address climate change; the impact of climate change; the capital-intensive nature of our business; our ability to continue to access the credit and capital markets to execute our business strategy; market risks beyond our control affecting our risk management activities, including commodity price volatility, counterparty performance or creditworthiness and interest rate risk; the concentration of our operations in Texas; the impact of adverse economic conditions on our customers; changes in the availability and price of natural gas; and increased costs of providing health care benefits, along with pension and postretirement health care benefits and increased funding requirements. Accordingly, while we believe these forward-looking statements to be reasonable, there can be no assurance that they will approximate actual experience or that the expectations derived from them will be realized. Further, we undertake no obligation to update or revise any of our forward-looking statements whether as a result of new information, future events or otherwise.

OVERVIEW

Atmos Energy and our subsidiaries are engaged in the regulated natural gas distribution and pipeline and storage businesses. We distribute natural gas through sales and transportation arrangements to over 3.3 million residential, commercial, public authority and industrial customers throughout our six distribution divisions, which at June 30, 2023 covered service areas located in eight states. In addition, we transport natural gas for others through our distribution and pipeline systems.

We manage and review our consolidated operations through the following reportable segments:

• The distribution segment is 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 pipeline and storage operations of our Atmos Pipeline-Texas division and our natural gas transmission operations in Louisiana.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

Our condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States. Preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures of contingent assets and liabilities. We based our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. On an ongoing basis, we evaluate our estimates, including those related to the allowance for doubtful accounts, legal and environmental accruals, insurance accruals, pension and postretirement obligations, deferred income taxes and the valuation of goodwill and other long-lived assets. Actual results may differ from such estimates.

Our critical accounting policies used in the preparation of our consolidated financial statements are described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 and include the following:

• Regulation

• Unbilled revenue

• Pension and other postretirement plans

• Impairment assessments

Our critical accounting policies are reviewed periodically by the Audit Committee of our Board of Directors. There were no significant changes to these critical accounting policies during the nine months ended June 30, 2023.

RESULTS OF OPERATIONS

Executive Summary

Atmos Energy strives to operate our businesses safely and reliably while delivering superior shareholder value. Our commitment to modernizing our natural gas distribution and transmission systems requires a significant level of capital spending. We have the ability to begin recovering a significant portion of these investments 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 investments timely and our ability to access the capital markets to satisfy our financing needs are the primary drivers that affect our financial performance.

During the nine months ended June 30, 2023, we recorded net income of $767.3 million, or $5.33 per diluted share, compared to net income of $702.8 million, or $5.12 per diluted share for the nine months ended June 30, 2022.

The 9 percent year-over-year increase in net income largely reflects positive rate outcomes driven by safety and reliability spending, partially offset by increased depreciation and property tax expenses and higher spending on certain operating expenses in both our segments.

During the nine months ended June 30, 2023, we implemented, or received approval to implement, ratemaking regulatory actions which resulted in an increase in annual operating income of $248.6 million. Additionally, as of June 30, 2023, we had ratemaking efforts in progress seeking a total increase in annual operating income of $275.9 million.

Capital expenditures for the nine months ended June 30, 2023 were $2,083.5 million. Approximately 86 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 lag to six months or less.

During the nine months ended June 30, 2023, we completed approximately $1.5 billion of long-term debt and equity financing. As of June 30, 2023, our equity capitalization was 61.8 percent. As of June 30, 2023, we had approximately $3.1 billion in total liquidity, consisting of $56.2 million in cash and cash equivalents, $589.5 million in funds available through equity forward sales agreements and $2,494.4 million in undrawn capacity under our credit facilities.

As a result of our sustained financial performance, our Board of Directors increased the quarterly dividend by 8.8 percent for fiscal 2023.

The following discusses the results of operations for each of our operating segments.

Distribution Segment

The distribution segment is primarily comprised of our regulated natural gas distribution and related sales operations in eight states. The primary factors that impact the results of this segment are our ability to earn our authorized rates of return, competitive factors in the energy industry and economic conditions in our service areas.

Our ability to earn our authorized rates of return is based primarily on our ability to improve the rate design in our various ratemaking jurisdictions to minimize regulatory lag and, ultimately, separate the recovery of our approved rates from customer usage patterns. Improving rate design is a long-term process and is further complicated by the fact that we operate in multiple

rate jurisdictions. Under our current rate design, approximately 70 percent of our distribution segment revenues are earned through the first six months of the fiscal year. Additionally, we currently recover approximately 50 percent of our distribution segment revenue, excluding gas costs, through the base customer charge, which partially separates the recovery of our approved rate from customer usage patterns.

Seasonal weather patterns can also affect our distribution operations. However, the effect of weather that is above or below normal is substantially offset through weather normalization adjustments, known as WNA, which have been approved by state regulatory commissions for approximately 96 percent of our residential and commercial revenues in the following states for the following time periods:

Kansas, West Texas			October — May
Tennessee			October — April
Kentucky, Mississippi, Mid-Tex			November — April
Louisiana			December — March
Virginia			January — December

Our distribution operations are also affected by the cost of natural gas. We are generally able to pass the cost of gas through to our customers without markup under purchased gas cost adjustment mechanisms; therefore, increases in the cost of gas are offset by a corresponding increase in revenues. Revenues in our Texas and Mississippi service areas include franchise fees and gross receipts taxes, which are calculated as a percentage of revenue (inclusive of gas costs). Therefore, the amount of these taxes included in revenues is influenced by the cost of gas and the level of gas sales volumes. We record the associated tax expense as a component of taxes, other than income.

The cost of gas typically does not have a direct impact on our operating income because these costs are recovered through our purchased gas cost adjustment mechanisms. However, higher gas costs may adversely impact our accounts receivable collections, resulting in higher bad debt expense. 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 81 percent of our residential and commercial revenues. Additionally, higher gas costs may require us to increase borrowings under our credit facilities, resulting in higher interest expense. Finally, higher gas costs, as well as competitive factors in the industry and general economic conditions may cause customers to conserve or, in the case of industrial consumers, to use alternative energy sources.

Three Months Ended June 30, 2023 compared with Three Months Ended June 30, 2022

Financial and operational highlights for our distribution segment for the three months ended June 30, 2023 and 2022 are presented below.

			Three Months Ended June 30
			2023						2022						Change
			(In thousands, unless otherwise noted)
Operating revenues			$	616,067					$	773,311					$	(157,244)
Purchased gas cost			206,048						390,559						(184,511)
Operating expenses			338,340						316,693						21,647
Operating income			71,679						66,059						5,620
Other non-operating income			6,695						6,708						(13)
Interest charges			16,146						12,341						3,805
Income before income taxes			62,228						60,426						1,802
Income tax expense			2,589						3,025						(436)
Net income			$	59,639					$	57,401					$	2,238
Consolidated distribution sales volumes — MMcf			41,550						44,954						(3,404)
Consolidated distribution transportation volumes — MMcf			33,722						34,360						(638)
Total consolidated distribution throughput — MMcf			75,272						79,314						(4,042)
Consolidated distribution average cost of gas per Mcf sold			$	4.96					$	8.69					$	(3.73)

Operating income for our distribution segment increased 8.5 percent. Key drivers for the change in operating income include:

• a $29.1 million increase in rate adjustments, primarily in our Mid-Tex Division.

• a $3.5 million increase related to residential customer growth, primarily in our Mid-Tex Division.

Partially offset by:

• a $16.8 million increase in depreciation expense and property taxes associated with increased capital investments.

• a $2.9 million increase in line locate spending, primarily in our Mid-Tex Division.

Interest charges increased $3.8 million primarily due to the issuance of long-term debt during the first quarter of fiscal 2023.

The following table shows our operating income by distribution division, in order of total rate base, for the three months ended June 30, 2023 and 2022. The presentation of our distribution operating income is included for financial reporting purposes and may not be appropriate for ratemaking purposes.

			Three Months Ended June 30
			2023						2022						Change
			(In thousands)
Mid-Tex			$	37,608					$	30,574					$	7,034
Kentucky/Mid-States			12,811						13,715						(904)
Louisiana			10,415						10,892						(477)
West Texas			2,811						1,876						935
Mississippi			7,131						4,932						2,199
Colorado-Kansas			3,014						3,335						(321)
Other			(2,111)						735						(2,846)
Total			$	71,679					$	66,059					$	5,620

Nine Months Ended June 30, 2023 compared with Nine Months Ended June 30, 2022

Financial and operational highlights for our distribution segment for the nine months ended June 30, 2023 and 2022 are presented below.

			Nine Months Ended June 30
			2023						2022						Change
			(In thousands, unless otherwise noted)
Operating revenues			$	3,556,703					$	3,356,279					$	200,424
Purchased gas cost			1,896,986						1,881,212						15,774
Operating expenses			1,020,958						907,208						113,750
Operating income			638,759						567,859						70,900
Other non-operating income			20,934						9,173						11,761
Interest charges			60,405						36,046						24,359
Income before income taxes			599,288						540,986						58,302
Income tax expense			56,707						35,163						21,544
Net income			$	542,581					$	505,823					$	36,758
Consolidated distribution sales volumes — MMcf			259,359						256,717						2,642
Consolidated distribution transportation volumes — MMcf			117,699						120,037						(2,338)
Total consolidated distribution throughput — MMcf			377,058						376,754						304
Consolidated distribution average cost of gas per Mcf sold			$	7.31					$	7.33					$	(0.02)

Operating income for our distribution segment increased 12.5 percent. Key drivers for the change in operating income include:

• a $139.0 million increase in rate adjustments, primarily in our Mid-Tex Division.

• a $12.5 million increase in consumption, net of WNA, primarily due to the decline in residential consumption during the second quarter of fiscal 2022.

• a $14.6 million increase related to residential customer growth, primarily in our Mid-Tex Division, and increased industrial load.

• a $10.0 million decrease in refunds of excess deferred taxes to customers, which is substantially offset in income tax expense.

Partially offset by:

• a $50.5 million increase in depreciation expense and property taxes associated with increased capital investments.

• an $18.3 million increase in line locate spending, primarily in our Mid-Tex Division.

• a $5.0 million increase in pipeline system maintenance.

• a $3.0 million increase in bad debt expense primarily due to higher customer bills.

• a $21.4 million increase in other operation and maintenance expense primarily due to employee-related costs and administrative costs, including the reimbursement of certain costs in the prior year.

Other non-operating income increased $11.8 million primarily due to unrealized gains on equity investments in the current period compared to unrealized losses on equity investments in the prior period. Interest charges increased $24.4 million primarily due to the issuance of long-term debt during the first quarter of fiscal 2023.

The following table shows our operating income by distribution division, in order of total rate base, for the nine months ended June 30, 2023 and 2022. The presentation of our distribution operating income is included for financial reporting purposes and may not be appropriate for ratemaking purposes.

			Nine Months Ended June 30
			2023						2022						Change
			(In thousands)
Mid-Tex			$	315,140					$	292,207					$	22,933
Kentucky/Mid-States			78,299						75,541						2,758
Louisiana			69,092						61,842						7,250
West Texas			59,560						53,907						5,653
Mississippi			76,736						66,719						10,017
Colorado-Kansas			41,833						28,187						13,646
Other			(1,901)						(10,544)						8,643
Total			$	638,759					$	567,859					$	70,900

Recent Ratemaking Developments

The amounts described in the following sections represent the operating income that was requested or received in each rate filing, which may not necessarily reflect the stated amount referenced in the final order, as certain operating costs may have changed as a result of a commission’s or other governmental authority’s final ruling. During the first nine months of fiscal 2023, we implemented, or received approval to implement, regulatory proceedings, resulting in a $163.7 million increase in annual operating income as summarized below. Our ratemaking outcomes include the refund (return) of excess deferred income taxes (EDIT) resulting from previously enacted tax reform legislation and do not reflect the true economic benefit of the outcomes because they do not include the corresponding income tax benefit. Excluding these amounts, our total rate outcomes for ratemaking activities for the nine months ended June 30, 2023 were $169.4 million.

Rate Action						Annual Increase in Operating Income						EDIT Impact						Annual Increase in Operating Income Excluding EDIT
						(In thousands)
Annual formula rate mechanisms						$	159,427					$	(1,116)					$	158,311
Rate case filings						2,940						6,791						9,731
Other rate activity						1,320						—						1,320
						$	163,687					$	5,675					$	169,362

The following ratemaking efforts seeking $168.5 million in increased annual operating income were in progress as of June 30, 2023:

Division						Rate Action						Jurisdiction						Operating Income Requested
																		(In thousands)
Kentucky/Mid-States						Infrastructure Mechanism						Virginia						$	672
Kentucky/Mid-States						Rate Case						Virginia						2,752
Louisiana						Formula Rate Mechanism						Louisiana (1)						16,454
Mid-Tex						Formula Rate Mechanism						Mid-Tex Cities						113,768
Mississippi						Infrastructure Mechanism						Mississippi						10,969
Mississippi						Formula Rate Mechanism						Mississippi						13,793
West Texas						Formula Rate Mechanism						West Texas Cities						10,085
																		$	168,493

(1) On June 29, 2023, the Company reached an agreement for an increase in operating income of $14.5 million with rates effective July 1, 2023 and anticipates receiving final commission approval during the fourth quarter of fiscal 2023.

Annual Formula Rate Mechanisms

As an instrument to reduce regulatory lag, formula rate mechanisms allow us to refresh our rates on an annual basis without filing a formal rate case. However, these filings still involve discovery by the appropriate regulatory authorities prior to the final determination of rates under these mechanisms. We currently have formula rate mechanisms in our Louisiana, Mississippi and Tennessee operations and in substantially all the service areas in our Texas divisions. Additionally, we have specific infrastructure programs in substantially all of our distribution divisions with tariffs in place to permit the investment associated with these programs to have their surcharge rate adjusted annually to recover approved capital costs incurred in a prior test-year period. The following table summarizes our annual formula rate mechanisms by state:

						Annual Formula Rate Mechanisms
State						Infrastructure Programs						Formula Rate Mechanisms
Colorado						System Safety and Integrity Rider (SSIR)						—
Kansas						Gas System Reliability Surcharge (GSRS), System Integrity Program (SIP)						—
Kentucky						Pipeline Replacement Program (PRP)						—
Louisiana						(1)						Rate Stabilization Clause (RSC)
Mississippi						System Integrity Rider (SIR)						Stable Rate Filing (SRF)
Tennessee						(1)						Annual Rate Mechanism (ARM)
Texas						Gas Reliability Infrastructure Program (GRIP), (1)						Dallas Annual Rate Review (DARR), Rate Review Mechanism (RRM)
Virginia						Steps to Advance Virginia Energy (SAVE)						—

(1) Infrastructure mechanisms in Texas, Louisiana and Tennessee allow for the deferral of all expenses associated with capital expenditures incurred pursuant to these rules, which primarily consists of interest, depreciation and other taxes (Texas only), until the next rate proceeding (rate case or annual rate filing), at which time investment and costs would be recoverable through base rates.

The following annual formula rate mechanisms were approved during the nine months ended June 30, 2023:

Division						Jurisdiction						Test Year Ended						Increase in Annual Operating Income						EDIT Impact						Increase (Decrease) in Annual Operating Income Excluding EDIT						Effective Date
																		(In thousands)
2023 Filings:
Mid-Tex						DARR (1)						09/30/2022						$	17,345					$	51					$	17,396					06/14/2023
Mid-Tex						ATM Cities						12/31/2022						12,825						—						12,825						06/09/2023
West Texas						Amarillo, Lubbock, Dalhart and Channing						12/31/2022						6,938						—						6,938						06/09/2023
West Texas						Triangle						12/31/2022						717						—						717						06/01/2023
West Texas						Environs						12/31/2022						1,332						—						1,332						06/01/2023
Mid-Tex						Environs						12/31/2022						5,983						—						5,983						06/01/2023
Kentucky/Mid-States						Tennessee ARM						09/30/2022						14						(1,509)						(1,495)						06/01/2023
Colorado-Kansas						Kansas SIP						12/31/2022						772						—						772						04/01/2023
Colorado-Kansas						Colorado SSIR						12/31/2023						1,971						—						1,971						01/01/2023
Mississippi						Mississippi - SIR						10/31/2023						8,560						—						8,560						11/01/2022
Mississippi						Mississippi - SRF						10/31/2023						12,188						778						12,966						11/01/2022
Kentucky/Mid-States						Kentucky PRP						09/30/2023						1,588						—						1,588						10/02/2022
Mid-Tex						Mid-Tex Cities RRM						12/31/2021						81,402						(395)						81,007						10/01/2022
West Texas						West Texas Cities RRM						12/31/2021						7,315						(41)						7,274						10/01/2022
Kentucky/Mid-States						Virginia - SAVE						09/30/2023						477						—						477						10/01/2022
Total 2023 Filings																		$	159,427					$	(1,116)					$	158,311

(1) The City of Dallas approved the DARR filing based on the effective date herein; however, the new rates will be implemented September 1, 2023.

Rate Case Filings

A rate case is a formal request from Atmos Energy to a regulatory authority to increase rates that are charged to our customers. Rate cases may also be initiated when the regulatory authorities request us to justify our rates. This process is referred to as a “show cause” action. Adequate rates are intended to provide for recovery of the Company’s costs as well as a fair rate of return and ensure that we continue to deliver reliable, reasonably priced natural gas service safely to our customers. The following table summarizes the rate cases that were completed during the nine months ended June 30, 2023.

Division						State						Increase in Annual Operating Income						EDIT Impact						Increase in Annual Operating Income Excluding EDIT						Effective Date
												(In thousands)
2023 Rate Case Filings:
Colorado-Kansas						Colorado						$	913					$	(54)					$	859					05/14/2023
Colorado-Kansas						Kansas						2,027						6,845						8,872						05/09/2023
Total 2023 Rate Case Filings												$	2,940					$	6,791					$	9,731

Other Ratemaking Activity

The following table summarizes other ratemaking activity during the nine months ended June 30, 2023.

Division						Jurisdiction						Rate Activity						Increase in Annual Operating Income						Effective Date
																		(In thousands)
2023 Other Rate Activity:
Colorado-Kansas						Kansas						Ad Valorem (1)						$	1,320					02/01/2023
Total 2023 Other Rate Activity																		$	1,320

(1) The Ad Valorem filing relates to property taxes that are either over or undercollected compared to the amount included in our Kansas service area's base rate.

Pipeline and Storage Segment

Our pipeline and storage segment consists of the pipeline and storage operations of our Atmos Pipeline–Texas Division (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, northern and eastern Texas, extending into or near the major producing areas of the Barnett Shale, the Texas Gulf Coast and the Permian Basin of West Texas. APT provides transportation and storage services to our Mid-Tex Division, other third-party local distribution companies, industrial and electric generation customers, as well as marketers and producers. Over 80 percent of this segment’s revenues are derived from these APT services. As part of its pipeline operations, APT owns and operates five underground storage facilities in Texas.

Our natural gas transmission operations in Louisiana are comprised of a 21-mile pipeline located in the New Orleans, Louisiana area that is primarily used to aggregate gas supply for our distribution division in Louisiana under a long-term contract and, on a more limited basis, to third parties. The demand fee charged to our Louisiana distribution division for these services is subject to regulatory approval by the Louisiana Public Service Commission. We also manage two asset management plans, which have been approved by applicable state regulatory commissions. Generally, these asset management plans require us to share with our distribution customers a significant portion of the cost savings earned from these arrangements.

Our pipeline and storage segment is impacted by seasonal weather patterns, competitive factors in the energy industry and economic conditions in our Texas and Louisiana service areas. Natural gas prices do not directly impact the results of this segment as revenues are derived from the transportation and storage of natural gas. However, natural gas prices and demand for natural gas could influence the level of drilling activity in the supply areas that we serve, which may influence the level of throughput we may be able to transport on our pipelines. Further, natural gas price differences between the various hubs that we serve in Texas could influence the volumes of gas transported for shippers through our Texas pipeline system and rates for such transportation.

The results of APT are also significantly impacted by the natural gas requirements of its local distribution company customers. Additionally, its operations may be impacted by the timing of when costs and expenses are incurred and when these costs and expenses are recovered through its tariffs.

APT annually uses GRIP to recover capital costs incurred in the prior calendar year. On February 10, 2023, APT made a GRIP filing that covered changes in net property, plant and equipment investments from January 1, 2022 through December 31, 2022 with a requested increase in operating income of $84.9 million. On May 17, 2023, the Texas Railroad Commission (RRC) approved the Company's GRIP filing. Additionally, GRIP requires a utility to file a statement of intent at least once every five years to review its costs and expenses, including capital costs filed for recovery under GRIP. On May 19, 2023, APT filed its statement of intent seeking $107.4 million in additional annual operating income. The Company has agreed with the intervening parties to extend the effective date from June 23, 2023 to July 17, 2023 making the statutory deadline for a final RRC decision December 14, 2023.

The demand fee our Louisiana natural gas transmission pipeline charges to our Louisiana distribution division increases five percent annually and has been approved by the Louisiana Public Service Commission until September 30, 2027.

Three Months Ended June 30, 2023 compared with Three Months Ended June 30, 2022

Financial and operational highlights for our pipeline and storage segment for the three months ended June 30, 2023 and 2022 are presented below.

			Three Months Ended June 30
			2023						2022						Change
			(In thousands, unless otherwise noted)
Mid-Tex / Affiliate transportation revenue			$	164,587					$	144,970					$	19,617
Third-party transportation revenue			39,800						35,939						3,861
Other revenue			3,838						2,503						1,335
Total operating revenues			208,225						183,412						24,813
Total purchased gas cost			(194)						(1,347)						1,153
Operating expenses			110,845						96,231						14,614
Operating income			97,574						88,528						9,046
Other non-operating income			9,475						6,555						2,920
Interest charges			15,188						13,849						1,339
Income before income taxes			91,861						81,234						10,627
Income tax expense			13,693						10,088						3,605
Net income			$	78,168					$	71,146					$	7,022
Gross pipeline transportation volumes — MMcf			205,046						175,117						29,929
Consolidated pipeline transportation volumes — MMcf			172,266						146,422						25,844

Operating income for our pipeline and storage segment increased 10.2 percent. Key drivers for the change in operating income include:

• a $22.6 million increase due to rate adjustments from the GRIP filings approved in May 2022 and 2023. The increase in rates was driven by increased safety and reliability spending.

Partially offset by:

• an $8.0 million increase in operation and maintenance expense primarily attributable to inspection spending.

• a $6.4 million increase in depreciation and property tax expenses associated with increased capital investments.

Other non-operating income increased $2.9 million primarily due to a higher allowance for funds used during construction (AFUDC) largely as a result of increased capital spending.

Nine Months Ended June 30, 2023 compared with Nine Months Ended June 30, 2022

Financial and operational highlights for our pipeline and storage segment for the nine months ended June 30, 2023 and 2022 are presented below.

			Nine Months Ended June 30
			2023						2022						Change
			(In thousands, unless otherwise noted)
Mid-Tex / Affiliate transportation revenue			$	457,592					$	401,455					$	56,137
Third-party transportation revenue			114,747						98,696						16,051
Other revenue			6,939						9,926						(2,987)
Total operating revenues			579,278						510,077						69,201
Total purchased gas cost			(431)						(3,075)						2,644
Operating expenses			305,391						265,431						39,960
Operating income			274,318						247,721						26,597
Other non-operating income			33,833						18,005						15,828
Interest charges			45,059						38,923						6,136
Income before income taxes			263,092						226,803						36,289
Income tax expense			38,335						29,871						8,464
Net income			$	224,757					$	196,932					$	27,825
Gross pipeline transportation volumes — MMcf			613,957						581,545						32,412
Consolidated pipeline transportation volumes — MMcf			440,015						411,884						28,131

Operating income for our pipeline and storage segment increased 10.7 percent. Key drivers for the change in operating income include:

• a $64.6 million increase due to rate adjustments from the GRIP filings approved in May 2022 and 2023. The increase in rates was driven by increased safety and reliability spending.

• an $8.0 million net increase in APT's through-system activities primarily associated with increased spreads.

Partially offset by:

• a $22.1 million increase in operation and maintenance expense primarily attributable to inspection spending and employee-related costs.

• a $17.0 million increase in depreciation and property tax expenses associated with increased capital investments.

• a $3.9 million decrease in other revenues due to a nonrecurring retention gas sale in the prior year.

Other non-operating income increased $15.8 million primarily due to a higher allowance for funds used during construction (AFUDC) largely as a result of increased capital spending. Interest charges increased $6.1 million primarily due to the issuance of long-term debt during the first quarter of fiscal 2023.

Liquidity and Capital Resources

The liquidity required to fund our working capital, capital expenditures and other cash needs is provided from a combination of internally generated cash flows and external debt and equity financing. Additionally, we have a $1.5 billion commercial paper program and four committed revolving credit facilities with $2.5 billion in total availability from third-party lenders. The commercial paper program and credit facilities provide cost-effective, short-term financing until it can be replaced with a balance of long-term debt and equity financing that achieves the Company's desired capital structure. Additionally, we have various uncommitted trade credit lines with our gas suppliers that we utilize to purchase natural gas on a monthly basis.

On March 31, 2023, we filed a shelf registration statement with the Securities and Exchange Commission (SEC) that allows us to issue up to $5.0 billion in common stock and/or debt securities, which expires March 31, 2026. This shelf registration statement replaced our previous shelf registration statement which was filed on June 29, 2021. As of June 30, 2023, $4.0 billion of securities were available for issuance under this shelf registration statement.

On March 31, 2023, we filed a prospectus supplement under the shelf registrations statement relating to an at-the-market (ATM) equity sales program under which we may issue and sell shares of our common stock up to an aggregate offering price of $1.0 billion through March 31, 2026 (including shares of common stock that may be sold pursuant to forward sale agreements entered into in connection with the ATM equity sales program). This ATM equity sales program replaced our

previous ATM equity sales program, filed on March 23, 2022. As of June 30, 2023, $771.3 million of equity was available for issuance under our existing ATM equity sales program. Additionally, as of June 30, 2023, we had $589.5 million in available proceeds from outstanding forward sale agreements. Additional details are summarized in Note 7 to the condensed consolidated financial statements.

The following table summarizes our existing forward starting interest rate swaps as of the date of this report.

Planned Debt Issuance Date						Amount Hedged						Effective Interest Rate
						(In thousands)
Fiscal 2024						$	700,000					2.38		%
Fiscal 2025						600,000						1.75		%
Fiscal 2026						300,000						2.16		%
						$	1,600,000

The liquidity provided by these sources is expected to be sufficient to fund the Company's working capital needs and capital expenditure program for the remainder of fiscal year 2023. Additionally, we expect to continue to be able to obtain financing upon reasonable terms as necessary.

The following table presents our capitalization inclusive of short-term debt and the current portion of long-term debt as of June 30, 2023, September 30, 2022 and June 30, 2022:

			June 30, 2023												September 30, 2022												June 30, 2022
			(In thousands, except percentages)
Short-term debt			$	—					—		%				$	184,967					1.1		%				$	—					—		%
Long-term debt (1)			6,555,158						38.2		%				7,962,104						45.3		%				7,960,594						46.2		%
Shareholders’ equity (2)			10,602,381						61.8		%				9,419,091						53.6		%				9,268,171						53.8		%
Total			$	17,157,539					100.0		%				$	17,566,162					100.0		%				$	17,228,765					100.0		%

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

(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 was 61.3% at September 30, 2022 and 61.7% at June 30, 2022.

Cash Flows

Our internally generated funds may change in the future due to a number of factors, some of which we cannot control. These factors include regulatory changes, the price for our services, demand for such products and services, margin requirements resulting from significant changes in commodity prices, operational risks and other factors.

Cash flows from operating, investing and financing activities for the nine months ended June 30, 2023 and 2022 are presented below.

			Nine Months Ended June 30
			2023						2022						Change
			(In thousands)
Total cash provided by (used in)
Operating activities			$	3,221,508					$	929,316					$	2,292,192
Investing activities			(2,077,319)						(1,714,569)						(362,750)
Financing activities			(1,137,630)						996,605						(2,134,235)
Change in cash and cash equivalents and restricted cash and cash equivalents			6,559						211,352						(204,793)
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period			51,554						116,723						(65,169)
Cash and cash equivalents and restricted cash and cash equivalents at end of period			$	58,113					$	328,075					$	(269,962)

Cash flows from operating activities

For the nine months ended June 30, 2023, we generated cash flow from operating activities of $3,221.5 million compared with $929.3 million for the nine months ended June 30, 2022. Operating cash flow increased $2,292.2 million primarily due to the receipt of $2.02 billion from the Finance Corporation, as discussed in Note 6 to the condensed consolidated financial statements.

Cash flows from investing activities

Our capital expenditures are primarily used to improve the safety and reliability of our distribution and transmission system through pipeline replacement and system modernization and to enhance and expand our system to meet customer needs. Over the last three fiscal years, approximately 88 percent of our capital spending has been committed to improving the safety and reliability of our system.

For the nine months ended June 30, 2023, cash used for investing activities was $2,077.3 million compared to $1,714.6 million for the nine months ended June 30, 2022. Capital spending in our distribution segment increased $164.0 million, primarily as a result of increased system modernization and customer growth spending. Capital spending in our pipeline and storage segment increased $193.4 million primarily due to increased spending for pipeline system safety and reliability in Texas.

Cash flows from financing activities

For the nine months ended June 30, 2023, our financing activities used $1,137.6 million of cash compared with $996.6 million of cash provided by financing activities in the prior-year period.

In the nine months ended June 30, 2023, we repaid $2.2 billion in long-term debt, and we received approximately $1.5 billion in net proceeds from the issuance of long-term debt and equity. We completed a public offering of $500 million of 5.75% senior notes due October 2052 and $300 million of 5.45% senior notes due October 2032, and received net proceeds from the offering, after the underwriting discount and offering expenses, of $789.4 million. Additionally, during the nine months ended June 30, 2023, we settled 6,116,848 shares that had been sold on a forward basis for net proceeds of $671.6 million. The net proceeds were used primarily to support capital spending and for other general corporate purposes. Cash dividends increased due to an 8.8 percent increase in our dividend rate and an increase in shares outstanding. Finally, AEK issued $95 million in securitized long-term debt.

In the nine months ended June 30, 2022, we received approximately $1.5 billion in net proceeds from the issuance of long-term debt and equity. We completed a public offering of $600 million of 2.85% senior notes due February 2052 and received net proceeds from the offering, after the underwriting discount and offering expenses, of $589.8 million. We also completed a public offering of $200 million of 2.625% senior notes due September 2029, and received net proceeds of $200.8 million that were used to repay our $200 million floating-rate term loan. Additionally, during the nine months ended June 30, 2022, we settled 6,932,722 shares that had been sold on a forward basis for net proceeds of $675.3 million. The net proceeds were used primarily to support capital spending and for other general corporate purposes. Cash dividends increased due to an 8.8 percent increase in our dividend rate and an increase in shares outstanding.

The following table summarizes our share issuances for the nine months ended June 30, 2023 and 2022:

			Nine Months Ended June 30
			2023						2022
Shares issued:
Direct Stock Purchase Plan			49,160						52,907
1998 Long-Term Incentive Plan			189,267						427,819
Retirement Savings Plan and Trust			52,665						55,554
Equity Issuance			6,116,848						6,932,722
Total shares issued			6,407,940						7,469,002

Credit Ratings

Our credit ratings directly affect our ability to obtain short-term and long-term financing, in addition to the cost of such financing. In determining our credit ratings, the rating agencies consider a number of quantitative factors, including but not limited to, debt to total capitalization, operating cash flow relative to outstanding debt, operating cash flow coverage of interest and pension liabilities. In addition, the rating agencies consider qualitative factors such as consistency of our earnings over time, the quality of our management and business strategy, the risks associated with our businesses and the regulatory structures that govern our rates in the states where we operate.

Our debt is rated by two rating agencies: Standard & Poor’s Corporation (S&P) and Moody’s Investors Service (Moody’s). In November 2022, S&P revised our outlook from negative to stable. As of June 30, 2023, our outlook and current debt ratings, which are all considered investment grade are as follows:

			S&P									Moody’s
Senior unsecured long-term debt			A-									A1
Short-term debt			A-2									P-1
Outlook			Stable									Stable

A significant degradation in our operating performance or a significant reduction in our liquidity caused by more limited access to the private and public credit markets as a result of deteriorating global or national financial and credit conditions could trigger a negative change in our ratings outlook or even a reduction in our credit ratings by the two credit rating agencies. This would mean more limited access to the private and public credit markets and an increase in the costs of such borrowings.

A credit rating is not a recommendation to buy, sell or hold securities. The highest investment grade credit rating is AAA for S&P and Aaa for Moody’s. The lowest investment grade credit rating is BBB- for S&P and Baa3 for Moody’s. Our credit ratings may be revised or withdrawn at any time by the rating agencies, and each rating should be evaluated independently of any other rating. There can be no assurance that a rating will remain in effect for any given period of time or that a rating will not be lowered, or withdrawn entirely, by a rating agency if, in its judgment, circumstances so warrant.

Debt Covenants

We were in compliance with all of our debt covenants as of June 30, 2023. Our debt covenants are described in greater detail in Note 6 to the condensed consolidated financial statements.

Contractual Obligations and Commercial Commitments

Except as noted in Note 11 to the condensed consolidated financial statements, there were no significant changes in our contractual obligations and commercial commitments during the nine months ended June 30, 2023.

Risk Management Activities

In our distribution and pipeline and storage segments, we use a combination of physical storage, fixed physical contracts and fixed financial contracts to reduce our exposure to unusually large winter-period gas price increases. Additionally, we manage interest rate risk by periodically entering into financial instruments to effectively fix the Treasury yield component of the interest cost associated with anticipated financings.

The following table shows the components of the change in fair value of our financial instruments for the three and nine months ended June 30, 2023 and 2022:

			Three Months Ended June 30												Nine Months Ended June 30
			2023						2022						2023						2022
			(In thousands)
Fair value of contracts at beginning of period			$	335,990					$	282,400					$	377,862					$	225,417
Contracts realized/settled			(294)						(260)						(3,161)						31,224
Fair value of new contracts			3,129						1,834						3,091						3,550
Other changes in value			56,896						203,985						17,929						227,768
Fair value of contracts at end of period			395,721						487,959						395,721						487,959
Netting of cash collateral			—						—						—						—
Cash collateral and fair value of contracts at period end			$	395,721					$	487,959					$	395,721					$	487,959

The fair value of our financial instruments at June 30, 2023 is presented below by time period and fair value source:

			Fair Value of Contracts at June 30, 2023
			Maturity in Years
Source of Fair Value			Less Than 1						1-3						4-5						Greater Than 5						Total Fair Value
			(In thousands)
Prices actively quoted			$	116,775					$	278,946					$	—					$	—					$	395,721
Prices based on models and other valuation methods			—						—						—						—						—
Total Fair Value			$	116,775					$	278,946					$	—					$	—					$	395,721

OPERATING STATISTICS AND OTHER INFORMATION

The following tables present certain operating statistics for our distribution and pipeline and storage segments for the three and nine months ended June 30, 2023 and 2022.

Distribution Sales and Statistical Data

			Three Months Ended June 30												Nine Months Ended June 30
			2023						2022						2023						2022
METERS IN SERVICE, end of period
Residential			3,186,129						3,138,790						3,186,129						3,138,790
Commercial			282,366						281,839						282,366						281,839
Industrial			1,637						1,643						1,637						1,643
Public authority and other			8,099						8,204						8,099						8,204
Total meters			3,478,231						3,430,476						3,478,231						3,430,476
INVENTORY STORAGE BALANCE — Bcf			59.0						49.4						59.0						49.4
SALES VOLUMES — MMcf (1)
Gas sales volumes
Residential			17,495						19,760						144,316						144,695
Commercial			16,095						17,012						85,488						83,307
Industrial			6,869						6,988						23,859						22,848
Public authority and other			1,091						1,194						5,696						5,867
Total gas sales volumes			41,550						44,954						259,359						256,717
Transportation volumes			35,798						36,503						123,643						125,993
Total throughput			77,348						81,457						383,002						382,710

Pipeline and Storage Operations Sales and Statistical Data

			Three Months Ended June 30												Nine Months Ended June 30
			2023						2022						2023						2022
CUSTOMERS, end of period
Industrial			95						96						95						96
Other			197						197						197						197
Total			292						293						292						293
INVENTORY STORAGE BALANCE — Bcf			1.0						0.7						1.0						0.7
PIPELINE TRANSPORTATION VOLUMES — MMcf (1)			205,046						175,117						613,957						581,545

Note to preceding tables:

(1)Sales and transportation volumes reflect segment operations, including intercompany sales and transportation amounts.

RECENT ACCOUNTING DEVELOPMENTS

Recent accounting developments, if any, and their impact on our financial position, results of operations and cash flows are described in Note 2 to the condensed consolidated financial statements.