Item 1. Financial Statements

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Item 1. Financial Statements

ATMOS ENERGY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2024September 30, 2023
(Unaudited)
(In thousands, except share data)
ASSETS
Property, plant and equipment$24,979,631$22,898,374
Less accumulated depreciation and amortization3,557,5133,291,791
Net property, plant and equipment21,422,11819,606,583
Current assets
Cash and cash equivalents674,62015,404
Restricted cash and cash equivalents4,6423,844
Cash and cash equivalents and restricted cash and cash equivalents679,26219,248
Accounts receivable, net391,551328,654
Gas stored underground157,912245,830
Other current assets479,840292,036
Total current assets1,708,565885,768
Securitized intangible asset, net (See Note 9)84,99892,202
Goodwill731,257731,257
Deferred charges and other assets944,3131,201,158
$24,891,251$22,516,968
CAPITALIZATION AND LIABILITIES
Shareholders’ equity
Common stock, no par value (stated at $0.005 per share); 200,000,000 shares authorized; issued and outstanding: June 30, 2024 — 155,229,024 shares; September 30, 2023 — 148,492,783 shares$776$742
Additional paid-in capital7,463,3346,684,120
Accumulated other comprehensive income510,132518,528
Retained earnings4,208,8343,666,674
Shareholders’ equity12,183,07610,870,064
Long-term debt, net7,785,1966,554,133
Securitized long-term debt (See Note 9)81,26185,078
Total capitalization20,049,53317,509,275
Current liabilities
Accounts payable and accrued liabilities319,361336,083
Other current liabilities655,944763,086
Short-term debt—241,933
Current maturities of long-term debt1,6201,568
Current maturities of securitized long-term debt (See Note 9)8,0019,922
Total current liabilities984,9261,352,592
Deferred income taxes2,549,8292,304,974
Regulatory excess deferred taxes195,505253,212
Regulatory cost of removal obligation515,629497,017
Deferred credits and other liabilities595,829599,898
$24,891,251$22,516,968

See accompanying notes to condensed consolidated financial statements.

ATMOS ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended June 30
20242023
(Unaudited) (In thousands, except per share data)
Operating revenues
Distribution segment$633,211$616,067
Pipeline and storage segment250,680208,225
Intersegment eliminations(182,342)(161,559)
Total operating revenues701,549662,733
Purchased gas cost
Distribution segment179,510206,048
Pipeline and storage segment(19)(194)
Intersegment eliminations(182,084)(161,304)
Total purchased gas cost(2,593)44,550
Operation and maintenance expense211,309195,049
Depreciation and amortization expense166,827150,726
Taxes, other than income105,739103,155
Operating income220,267169,253
Other non-operating income19,89816,170
Interest charges41,16031,334
Income before income taxes199,005154,089
Income tax expense33,44116,282
Net income$165,564$137,807
Basic net income per share$1.08$0.94
Diluted net income per share$1.08$0.94
Cash dividends per share$0.805$0.740
Basic weighted average shares outstanding153,309146,051
Diluted weighted average shares outstanding153,396146,067
Net income$165,564$137,807
Other comprehensive income (loss), net of tax
Net unrealized holding losses on available-for-sale securities, net of tax of $(1) and $(35)(4)(121)
Cash flow hedges:
Amortization and unrealized gains on interest rate agreements, net of tax of $4,173 and $12,58014,43643,527
Total other comprehensive income14,43243,406
Total comprehensive income$179,996$181,213

See accompanying notes to condensed consolidated financial statements.

ATMOS ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Nine Months Ended June 30
20242023
(Unaudited) (In thousands, except per share data)
Operating revenues
Distribution segment$3,327,730$3,556,703
Pipeline and storage segment685,336579,278
Intersegment eliminations(505,823)(448,266)
Total operating revenues3,507,2433,687,715
Purchased gas cost
Distribution segment1,464,8151,896,986
Pipeline and storage segment825(431)
Intersegment eliminations(505,069)(447,545)
Total purchased gas cost960,5711,449,010
Operation and maintenance expense577,553574,781
Depreciation and amortization expense496,522445,063
Taxes, other than income302,235305,784
Operating income1,170,362913,077
Other non-operating income54,47154,767
Interest charges148,477105,464
Income before income taxes1,076,356862,380
Income tax expense167,47795,042
Net income$908,879$767,338
Basic net income per share$6.00$5.33
Diluted net income per share$6.00$5.33
Cash dividends per share$2.415$2.220
Basic weighted average shares outstanding151,459143,938
Diluted weighted average shares outstanding151,497143,998
Net income$908,879$767,338
Other comprehensive income (loss), net of tax
Net unrealized holding gains on available-for-sale securities, net of tax of $70 and $29242100
Cash flow hedges:
Amortization and unrealized gains (losses) on interest rate agreements, net of tax of $(2,496) and $10,171(8,638)35,191
Total other comprehensive income (loss)(8,396)35,291
Total comprehensive income$900,483$802,629

See accompanying notes to condensed consolidated financial statements.

ATMOS ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended June 30
20242023
(Unaudited) (In thousands)
Cash Flows From Operating Activities
Net income$908,879$767,338
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense496,522445,063
Deferred income taxes138,65875,407
Other(39,418)(38,360)
Net assets / liabilities from risk management activities2,292(1,545)
Net change in Winter Storm Uri current regulatory asset—2,021,889
Net change in other operating assets and liabilities(103,869)(48,284)
Net cash provided by operating activities1,403,0643,221,508
Cash Flows From Investing Activities
Capital expenditures(2,129,137)(2,083,486)
Debt and equity securities activities, net(1,701)(7,302)
Other, net11,74413,469
Net cash used in investing activities(2,119,094)(2,077,319)
Cash Flows From Financing Activities
Net decrease in short-term debt(241,933)(184,967)
Net proceeds from equity issuances749,987671,630
Issuance of common stock through stock purchase and employee retirement plans11,39011,660
Proceeds from issuance of long-term debt1,240,204797,258
Proceeds from issuance of securitized long-term debt by AEK—95,000
Proceeds from term loan—2,020,000
Repayment of term loan—(2,020,000)
Repayment of long-term debt—(2,200,000)
Repayment of securitized long-term debt by AEK(5,738)—
Cash dividends paid(366,719)(319,074)
Debt issuance costs(11,147)(7,864)
Securitized debt issuance costs—(1,273)
Net cash provided by (used in) financing activities1,376,044(1,137,630)
Net increase in cash and cash equivalents and restricted cash and cash equivalents660,0146,559
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period19,24851,554
Cash and cash equivalents and restricted cash and cash equivalents at end of period$679,262$58,113

See accompanying notes to condensed consolidated financial statements.

ATMOS ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2024

1. Nature of Business

Atmos Energy Corporation (“Atmos Energy” or the “Company”) and its subsidiaries are engaged in the regulated natural gas distribution and pipeline and storage businesses. Our distribution business is subject to federal and state regulation and/or regulation by local authorities in each of the states in which our regulated divisions and subsidiaries operate.

Our distribution business delivers natural gas through sales and transportation arrangements to over 3.3 million residential, commercial, public authority and industrial customers through our six regulated distribution divisions, which at June 30, 2024, covered service areas located in eight states.

Our pipeline and storage business, which is also subject to federal and state regulations, includes the transportation of natural gas to our Texas and Louisiana distribution systems and the management of our underground storage facilities used to support our distribution business in various states.

2. Summary of Significant Accounting Policies

Basis of Presentation

These consolidated interim-period financial statements have been prepared in accordance with accounting principles generally accepted in the United States on the same basis as those used for the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. In the opinion of management, all material adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been made to the unaudited consolidated interim-period financial statements. These consolidated interim-period financial statements are condensed as permitted by the instructions to Form 10-Q and should be read in conjunction with the audited consolidated financial statements of Atmos Energy Corporation included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. Because of seasonal and other factors, the results of operations for the nine-month period ended June 30, 2024 are not indicative of our results of operations for the full 2024 fiscal year, which ends September 30, 2024.

Significant accounting policies

Our accounting policies are described in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

During the second quarter of fiscal 2024, we completed our annual goodwill impairment assessment using a qualitative assessment, as permitted under U.S. GAAP. We test for goodwill at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit. Based on the assessment performed, we determined that our goodwill was not impaired.

No events have occurred subsequent to the balance sheet date that would require recognition or disclosure in the condensed consolidated financial statements.

Recently issued 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 amendment may have on our financial statement disclosures.

3. Regulation

Accounting principles generally accepted in the United States require cost-based, rate-regulated entities that meet certain criteria to reflect the authorized recovery of costs due to regulatory decisions in their financial statements. As a result, certain costs are permitted to be capitalized rather than expensed because they can be recovered through rates. We record 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. Substantially all of our regulatory assets are recorded as a component of other current assets and deferred charges and other assets and our regulatory liabilities are recorded as a component of other current liabilities and deferred credits and other liabilities. Deferred gas costs are recorded either in other current assets or liabilities.

Regulatory assets and liabilities as of June 30, 2024 and September 30, 2023 included the following:

June 30, 2024September 30, 2023
(In thousands)
Regulatory assets:
Pension and postretirement benefit costs$14,033$20,629
Infrastructure mechanisms (1)209,609229,996
Winter Storm Uri incremental costs12,54932,115
Deferred gas costs68,296148,297
Regulatory excess deferred taxes (2)50,46247,549
Recoverable loss on reacquired debt3,1123,238
Deferred pipeline record collection costs42,45454,008
APT annual System Safety and Integrity Rider35,721—
Other15,28819,096
$451,524$554,928
Regulatory liabilities:
Regulatory excess deferred taxes (2)$283,073$384,513
Regulatory cost of removal obligation605,449582,867
Deferred gas costs20,18823,093
APT annual adjustment mechanism48,54449,894
Pension and postretirement benefit costs199,838215,913
Other30,28028,054
$1,187,372$1,284,334

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

(2)Regulatory excess deferred taxes represent changes in our net deferred tax liability related to our cost of service ratemaking due to the enactment of Tax Cuts and Jobs Act of 2017 (the "TCJA") and a Kansas legislative change enacted in fiscal 2020. See Note 12 to the condensed consolidated financial statements for further information.

Securitization

Kansas

See Note 9 to the condensed consolidated financial statements for securitization and other information related to Atmos Energy Kansas Securitization I, LLC (AEK).

Texas

In March 2023, the Texas Natural Gas Securitization Finance Corporation (the Finance Corporation), with the authority of the Texas Public Finance Authority (TPFA), issued $3.5 billion in customer rate relief bonds with varying scheduled final maturities from 12 to 18 years. The bonds are obligations of the Finance Corporation, payable from the customer rate relief charges and other bond collateral, and are not an obligation of Atmos Energy. We began collecting the customer rate relief

charges on October 1, 2023, and any such property collected is solely owned by the Finance Corporation and not available to pay creditors of Atmos Energy.

Additionally, we deferred $32.4 million in carrying costs incurred after September 1, 2022. Effective October 1, 2023, we began recovering a portion of these carrying costs. We have recorded $6.1 million and $21.2 million as a current asset in other current assets as of June 30, 2024 and September 30, 2023. We anticipate recovering the remaining $6.4 million in future regulatory filings and have recorded this amount as a long-term asset in deferred charges and other assets as of June 30, 2024.

4. Segment Information

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

  • The distribution segment is comprised of our regulated natural gas distribution and related sales operations in eight states.

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

The accounting policies of the segments are the same as those described in the summary of significant accounting policies found in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

Income statements and capital expenditures for the three and nine months ended June 30, 2024 and 2023 by segment are presented in the following tables:

Three Months Ended June 30, 2024
DistributionPipeline and StorageEliminationsConsolidated
(In thousands)
Operating revenues from external parties$632,446$69,103$—$701,549
Intersegment revenues765181,577(182,342)—
Total operating revenues633,211250,680(182,342)701,549
Purchased gas cost179,510(19)(182,084)(2,593)
Operation and maintenance expense153,14058,427(258)211,309
Depreciation and amortization expense122,91243,915—166,827
Taxes, other than income94,52711,212—105,739
Operating income83,122137,145—220,267
Other non-operating income11,4528,446—19,898
Interest charges22,55018,610—41,160
Income before income taxes72,024126,981—199,005
Income tax expense6,17527,266—33,441
Net income$65,849$99,715$—$165,564
Capital expenditures$587,062$126,549$—$713,611
Three Months Ended June 30, 2023
DistributionPipeline and StorageEliminationsConsolidated
(In thousands)
Operating revenues from external parties$615,259$47,474$—$662,733
Intersegment revenues808160,751(161,559)—
Total operating revenues616,067208,225(161,559)662,733
Purchased gas cost206,048(194)(161,304)44,550
Operation and maintenance expense138,35156,953(255)195,049
Depreciation and amortization expense107,80942,917—150,726
Taxes, other than income92,18010,975—103,155
Operating income71,67997,574—169,253
Other non-operating income6,6959,475—16,170
Interest charges16,14615,188—31,334
Income before income taxes62,22891,861—154,089
Income tax expense2,58913,693—16,282
Net income$59,639$78,168$—$137,807
Capital expenditures$512,585$155,552$—$668,137
Nine Months Ended June 30, 2024
DistributionPipeline and StorageEliminationsConsolidated
(In thousands)
Operating revenues from external parties$3,325,459$181,784$—$3,507,243
Intersegment revenues2,271503,552(505,823)—
Total operating revenues3,327,730685,336(505,823)3,507,243
Purchased gas cost1,464,815825(505,069)960,571
Operation and maintenance expense435,711142,596(754)577,553
Depreciation and amortization expense363,981132,541—496,522
Taxes, other than income273,43028,805—302,235
Operating income789,793380,569—1,170,362
Other non-operating income26,65027,821—54,471
Interest charges93,91554,562—148,477
Income before income taxes722,528353,828—1,076,356
Income tax expense92,55074,927—167,477
Net income$629,978$278,901$—$908,879
Capital expenditures$1,659,217$469,920$—$2,129,137
Nine Months Ended June 30, 2023
DistributionPipeline and StorageEliminationsConsolidated
(In thousands)
Operating revenues from external parties$3,554,389$133,326$—$3,687,715
Intersegment revenues2,314445,952(448,266)—
Total operating revenues3,556,703579,278(448,266)3,687,715
Purchased gas cost1,896,986(431)(447,545)1,449,010
Operation and maintenance expense426,173149,329(721)574,781
Depreciation and amortization expense319,783125,280—445,063
Taxes, other than income275,00230,782—305,784
Operating income638,759274,318—913,077
Other non-operating income20,93433,833—54,767
Interest charges60,40545,059—105,464
Income before income taxes599,288263,092—862,380
Income tax expense56,70738,335—95,042
Net income$542,581$224,757$—$767,338
Capital expenditures$1,381,118$702,368$—$2,083,486

Balance sheet information at June 30, 2024 and September 30, 2023 by segment is presented in the following tables:

June 30, 2024
DistributionPipeline and StorageEliminationsConsolidated
(In thousands)
Net property, plant and equipment$15,855,074$5,567,044$—$21,422,118
Total assets$24,067,602$5,901,759$(5,078,110)$24,891,251
September 30, 2023
DistributionPipeline and StorageEliminationsConsolidated
(In thousands)
Net property, plant and equipment$14,402,578$5,204,005$—$19,606,583
Total assets$21,716,467$5,504,972$(4,704,471)$22,516,968

5. Earnings Per Share

We use the two-class method of computing earnings per share because we have participating securities in the form of non-vested restricted stock units with a nonforfeitable right to dividend equivalents, for which vesting is predicated solely on the passage of time. The calculation of earnings per share using the two-class method excludes income attributable to these participating securities from the numerator and excludes the dilutive impact of those shares from the denominator. Basic weighted average shares outstanding is calculated based upon the weighted average number of common shares outstanding during the periods presented. Also, this calculation includes fully vested stock awards that have not yet been issued as common stock. Additionally, the weighted average shares outstanding for diluted EPS includes the incremental effects of the forward sale agreements, discussed in Note 8 to the condensed consolidated financial statements, when the impact is dilutive.

Basic and diluted earnings per share for the three and nine months ended June 30, 2024 and 2023 are calculated as follows:

Three Months Ended June 30Nine Months Ended June 30
2024202320242023
(In thousands, except per share amounts)
Basic Earnings Per Share
Net income$165,564$137,807$908,879$767,338
Less: Income allocated to participating securities8783490482
Income available to common shareholders$165,477$137,724$908,389$766,856
Basic weighted average shares outstanding153,309146,051151,459143,938
Net income per share — Basic$1.08$0.94$6.00$5.33
Diluted Earnings Per Share
Income available to common shareholders$165,477$137,724$908,389$766,856
Effect of dilutive shares————
Income available to common shareholders$165,477$137,724$908,389$766,856
Basic weighted average shares outstanding153,309146,051151,459143,938
Dilutive shares87163860
Diluted weighted average shares outstanding153,396146,067151,497143,998
Net income per share — Diluted$1.08$0.94$6.00$5.33

6. Revenue and Accounts Receivable

Revenue

Our revenue recognition policy is fully described in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. The following tables disaggregate our revenue from contracts with customers by customer type and segment and provide a reconciliation to total operating revenues, including intersegment revenues, for the three and nine months ended June 30, 2024 and 2023.

Three Months Ended June 30, 2024Three Months Ended June 30, 2023
DistributionPipeline and StorageDistributionPipeline and Storage
(In thousands)
Gas sales revenues:
Residential$384,957$—$380,099$—
Commercial169,508—165,930—
Industrial21,160—23,533—
Public authority and other8,177—8,562—
Total gas sales revenues583,802—578,124—
Transportation revenues30,773260,77927,988212,322
Miscellaneous revenues2,6817,5922,7064,397
Revenues from contracts with customers617,256268,371608,818216,719
Alternative revenue program revenues11,997(17,691)6,772(8,494)
Other revenues3,958—477—
Total operating revenues$633,211$250,680$616,067$208,225
Nine Months Ended June 30, 2024Nine Months Ended June 30, 2023
DistributionPipeline and StorageDistributionPipeline and Storage
(In thousands)
Gas sales revenues:
Residential$2,177,935$—$2,276,240$—
Commercial851,462—953,409—
Industrial79,810—127,792—
Public authority and other43,881—54,074—
Total gas sales revenues3,153,088—3,411,515—
Transportation revenues102,147699,24393,661597,822
Miscellaneous revenues9,04812,7967,6508,271
Revenues from contracts with customers3,264,283712,0393,512,826606,093
Alternative revenue program revenues51,713(26,703)42,360(26,815)
Other revenues11,734—1,517—
Total operating revenues$3,327,730$685,336$3,556,703$579,278

We have alternative revenue programs in each of our segments. In our distribution segment, we have weather-normalization adjustment mechanisms that serve to mitigate the effects of weather on our revenue. In our pipeline and storage segment, APT has a regulatory mechanism that requires that we share with its tariffed customers 75% of the difference between the total non-tariffed revenues earned during a test period and a revenue benchmark established by the RRC. 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. Other revenues includes AEK revenues (see Note 9 to the condensed consolidated financial statements) and other miscellaneous revenues.

Accounts receivable and allowance for uncollectible accounts

Accounts receivable arise from natural gas sales to residential, commercial, industrial, public authority and other customers. Our accounts receivable balance includes unbilled amounts which represent a customer’s consumption of gas from the date of the last cycle billing through the last day of the month. Our policy related to the accounting for our accounts receivable and allowance for uncollectible accounts is fully described in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. During the nine months ended June 30, 2024, there were no material changes to this policy. Rollforwards of our allowance for uncollectible accounts for the three and nine months ended June 30, 2024 and 2023 are presented in the table below. The allowance excludes the gas cost portion of customers’ bills for approximately 88 percent of our customers as we have the ability to collect these gas costs through our gas cost recovery mechanisms in most of our jurisdictions.

In December 2023, the Mississippi Public Service Commission approved the recovery of uncollectible accounts through our purchased gas cost mechanism over a two-year period rather than through our annual filing mechanism over a one-year period. As a result of this decision, we recorded a $13.9 million reduction to bad debt expense during the first quarter of fiscal 2024. Of this amount, $9.7 million represents future recovery of customer receivables previously written off since April 2022 but not yet recovered through our rates. This amount increased our deferred gas cost regulatory asset. The remaining $4.2 million reduction represents a reversal of our allowance for uncollectible accounts for customer balances that have not yet been written off.

Three Months Ended June 30, 2024
(In thousands)
Beginning balance, March 31, 2024$42,705
Current period provisions3,575
Write-offs charged against allowance(4,407)
Recoveries of amounts previously written off286
Ending balance, June 30, 2024$42,159
Three Months Ended June 30, 2023
(In thousands)
Beginning balance, March 31, 2023$52,751
Current period provisions1,758
Write-offs charged against allowance(5,902)
Recoveries of amounts previously written off294
Ending balance, June 30, 2023$48,901
Nine Months Ended June 30, 2024
(In thousands)
Beginning balance, September 30, 2023$40,840
Current period provisions23,122
Write-offs charged against allowance(19,023)
Recoveries of amounts previously written off1,412
Mississippi recovery of uncollectible accounts(4,192)
Ending balance, June 30, 2024$42,159
Nine Months Ended June 30, 2023
(In thousands)
Beginning balance, September 30, 2022$49,993
Current period provisions22,000
Write-offs charged against allowance(24,656)
Recoveries of amounts previously written off1,564
Ending balance, June 30, 2023$48,901

7. Debt

The nature and terms of our debt instruments and credit facilities are described in detail in Note 8 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. Other than as described below, there were no material changes in the terms of our debt instruments during the nine months ended June 30, 2024.

Long-term debt at June 30, 2024 and September 30, 2023 consisted of the following:

June 30, 2024September 30, 2023
(In thousands)
Unsecured 3.00% Senior Notes, due June 2027$500,000$500,000
Unsecured 2.625% Senior Notes, due September 2029500,000500,000
Unsecured 1.50% Senior Notes, due January 2031600,000600,000
Unsecured 5.45% Senior Notes, due October 2032300,000300,000
Unsecured 5.90% Senior Notes, due October 2033725,000—
Unsecured 5.95% Senior Notes, due October 2034200,000200,000
Unsecured 5.50% Senior Notes, due June 2041400,000400,000
Unsecured 4.15% Senior Notes, due January 2043500,000500,000
Unsecured 4.125% Senior Notes, due October 2044750,000750,000
Unsecured 4.30% Senior Notes, due October 2048600,000600,000
Unsecured 4.125% Senior Notes, due March 2049450,000450,000
Unsecured 3.375% Senior Notes, due September 2049500,000500,000
Unsecured 2.85% Senior Notes, due February 2052600,000600,000
Unsecured 5.75% Senior Notes, due October 2052500,000500,000
Unsecured 6.20% Senior Notes, due October 2053500,000—
Medium-term note Series A, 1995-1, 6.67%, due December 202510,00010,000
Unsecured 6.75% Debentures, due July 2028150,000150,000
Finance lease obligations49,28350,393
Total long-term debt7,834,2836,610,393
Less:
Original issue (premium) discount on unsecured senior notes and debentures(9,418)6,104
Debt issuance cost56,88548,588
Current maturities of long-term debt1,6201,568
Total long-term debt, net$7,785,196$6,554,133

On October 10, 2023, we completed a public offering of $500 million of 6.20% senior notes due October 2053, with an effective interest rate of 5.56%, after giving effect to the offering costs and settlement of our interest rate swaps, and $400 million of 5.90% senior notes due October 2033, with an effective interest rate of 4.35%, after giving effect to the offering costs and settlement of our interest rate swaps. The net proceeds from the offering, after the underwriting discount and offering expenses, of $889.4 million were used for general corporate purposes.

On June 21, 2024, we completed a public offering of $325 million of 5.90% senior notes due October 2033, with an effective interest rate of 5.17%, after giving effect to the estimated offering costs. The net proceeds from the offering, after the underwriting discount and offering expenses as of June 30, 2024, of $339.7 million were used for general corporate purposes.

Short-term debt

We utilize short-term debt to 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. Our short-term borrowing requirements are driven primarily by construction work in progress and the seasonal nature of the natural gas business.

Our short-term borrowing requirements are satisfied through a combination of a $1.5 billion commercial paper program and four committed revolving credit facilities with third-party lenders that provide $3.1 billion of total working capital funding.

Our commercial paper program is supported by a five-year unsecured $1.5 billion credit facility that was replaced on March 28, 2024, with a new five-year senior unsecured $1.5 billion credit facility that expires on March 28, 2029. This new facility bears interest at a base rate or at a Term SOFR-based rate for the applicable interest period, plus a margin ranging from

zero percent to 0.25 percent for base rate advances or a margin ranging from 0.75 percent to 1.25 percent for Term SOFR-based advances, based on the Company’s credit ratings. Additionally, the facility contains a $250 million accordion feature, which provides the opportunity to increase the total committed loan to $1.75 billion. At June 30, 2024, there were no amounts outstanding under our commercial paper program. At September 30, 2023, there was $241.9 million outstanding under our commercial paper program.

We also had a $900 million three-year unsecured revolving credit facility, which was replaced on March 28, 2024, with a new $1.5 billion three-year senior unsecured credit facility, which expires March 28, 2027 and is used to provide additional working capital funding. This new facility bears interest at a base rate or at a Term SOFR-based rate for the applicable interest period, plus a margin ranging from zero percent to 0.25 percent for base rate advances or a margin ranging from 0.75 percent to 1.25 percent for Term SOFR-based advances, based on the Company's credit ratings. Additionally, the facility contains a $250 million accordion feature, which provides the opportunity to increase the total committed loan to $1.75 billion. At June 30, 2024 and September 30, 2023, there were no borrowings outstanding under this facility.

Additionally, we have a $50 million 364-day unsecured facility, which was renewed April 1, 2024 and is used to provide working capital funding. There were no borrowings outstanding under this facility as of June 30, 2024 and September 30, 2023.

Finally, we have a $50 million 364-day unsecured revolving credit facility, which was renewed March 31, 2024 and is used to issue letters of credit and to provide working capital funding. At June 30, 2024, there were no borrowings outstanding under this facility; however, outstanding letters of credit reduced the total amount available to us to $44.4 million.

Debt covenants

The availability of funds under these credit facilities is subject to conditions specified in the respective credit agreements, all of which we currently satisfy. These conditions include our compliance with financial covenants and the continued accuracy of representations and warranties contained in these agreements. We are required by the financial covenants in each of these facilities to maintain, at the end of each fiscal quarter, a ratio of total-debt-to-total-capitalization of no greater than 70 percent. At June 30, 2024, our total-debt-to-total-capitalization ratio, as defined in the agreements, was 40 percent. In addition, both the interest margin and the fee that we pay on unused amounts under certain of these facilities are subject to adjustment depending upon our credit ratings.

These credit facilities and our public indentures contain usual and customary covenants for our business, including covenants substantially limiting liens, substantial asset sales and mergers. Additionally, our public debt indentures relating to our senior notes and debentures, as well as certain of our revolving credit agreements, each contain a default provision that is triggered if outstanding indebtedness arising out of any other credit agreements in amounts ranging from in excess of $15 million to in excess of $100 million becomes due by acceleration or if not paid at maturity. We were in compliance with all of our debt covenants as of June 30, 2024. If we were unable to comply with our debt covenants, we would likely be required to repay our outstanding balances on demand, provide additional collateral or take other corrective actions.

8. Shareholders' Equity

The following tables present a reconciliation of changes in stockholders' equity for the three and nine months ended June 30, 2024 and 2023.

Common stockAdditional Paid-in CapitalAccumulated Other Comprehensive Income (Loss)Retained EarningsTotal
Number of SharesStated Value
(In thousands, except share and per share data)
Balance, September 30, 2023148,492,783$742$6,684,120$518,528$3,666,674$10,870,064
Net income————311,292311,292
Other comprehensive loss———(49,936)—(49,936)
Cash dividends ($0.805 per share)————(119,898)(119,898)
Common stock issued:
Public and other stock offerings2,177,86411257,757——257,768
Stock-based compensation plans163,75013,918——3,919
Balance, December 31, 2023150,834,3977546,945,795468,5923,858,06811,273,209
Net income————432,023432,023
Other comprehensive income———27,108—27,108
Cash dividends ($0.805 per share)————(121,667)(121,667)
Common stock issued:
Public and other stock offerings34,687—4,025——4,025
Stock-based compensation plans5,468—3,941——3,941
Balance, March 31, 2024150,874,5527546,953,761495,7004,168,42411,618,639
Net income————165,564165,564
Other comprehensive income———14,432—14,432
Cash dividends ($0.805 per share)————(125,154)(125,154)
Common stock issued:
Public and other stock offerings4,288,21722499,562——499,584
Stock-based compensation plans66,255—10,011——10,011
Balance, June 30, 2024155,229,024$776$7,463,334$510,132$4,208,834$12,183,076
Common stockAdditional Paid-in CapitalAccumulated Other Comprehensive Income (Loss)Retained EarningsTotal
Number of SharesStated Value
(In thousands, except share and per share data)
Balance, September 30, 2022140,896,598$704$5,838,118$369,112$3,211,157$9,419,091
Net income————271,860271,860
Other comprehensive income———22,218—22,218
Cash dividends ($0.74 per share)————(104,552)(104,552)
Common stock issued:
Public and other stock offerings2,147,21011223,768——223,779
Stock-based compensation plans111,95313,877——3,878
Balance, December 31, 2022143,155,7617166,065,763391,3303,378,4659,836,274
Net income————357,671357,671
Other comprehensive loss———(30,333)—(30,333)
Cash dividends ($0.74 per share)————(106,173)(106,173)
Common stock issued:
Public and other stock offerings1,316,9306143,808——143,814
Stock-based compensation plans11,959—3,952——3,952
Balance, March 31, 2023144,484,6507226,213,523360,9973,629,96310,205,205
Net income————137,807137,807
Other comprehensive income———43,406—43,406
Cash dividends ($0.74 per share)————(108,349)(108,349)
Common stock issued:
Public and other stock offerings2,754,53315315,682——315,697
Stock-based compensation plans65,355—8,615——8,615
Balance, June 30, 2023147,304,538$737$6,537,820$404,403$3,659,421$10,602,381

Shelf Registration, At-the-Market Equity Sales Program and Equity Issuances

We have 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. At June 30, 2024, $1.8 billion of securities were available for issuance under this shelf registration statement.

On May 8, 2024, we filed a prospectus supplement under the shelf registration 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 concurrently with the ATM equity sales program). This ATM equity sales program replaced our previous ATM equity sales program, filed on March 31, 2023.

During the nine months ended June 30, 2024, we executed forward sales under our ATM equity sales program with various forward sellers who borrowed and sold 7,224,450 shares of our common stock at an aggregate price of $833.2 million. During the nine months ended June 30, 2024, we also settled forward sale agreements with respect to 6,401,469 shares that had been borrowed and sold by various forward sellers under the ATM program for net proceeds of $750.0 million. As of June 30, 2024, $845.7 million of equity was available for issuance under our existing ATM program. Additionally, we had $550.7 million in available proceeds from outstanding forward sale agreements, as detailed below.

MaturityShares AvailableNet Proceeds Available (In thousands)Forward Price
June 30, 20253,931,418$450,884$114.69
September 30, 2025815,65595,523$117.11
December 31, 202536,9334,328$117.18
Total4,784,006$550,735$115.12

Accumulated Other Comprehensive Income (Loss)

We record deferred gains (losses) in AOCI related to available-for-sale debt securities and interest rate agreement cash flow hedges. Deferred gains (losses) for our available-for-sale debt securities are recognized in earnings upon settlement, while deferred gains (losses) related to our interest rate agreement cash flow hedges are recognized in earnings on a straight-line basis over the life of the related financing. The following tables provide the components of our accumulated other comprehensive income (loss) balances, net of the related tax effects allocated to each component of other comprehensive income (loss).

Available- for-Sale SecuritiesInterest Rate Agreement Cash Flow HedgesTotal
(In thousands)
September 30, 2023$(369)$518,897$518,528
Other comprehensive income (loss) before reclassifications242(1,165)(923)
Amounts reclassified from accumulated other comprehensive income—(7,473)(7,473)
Net current-period other comprehensive income (loss)242(8,638)(8,396)
June 30, 2024$(127)$510,259$510,132
Available- for-Sale SecuritiesInterest Rate Agreement Cash Flow HedgesTotal
(In thousands)
September 30, 2022$(495)$369,607$369,112
Other comprehensive income before reclassifications10036,78136,881
Amounts reclassified from accumulated other comprehensive income—(1,590)(1,590)
Net current-period other comprehensive income10035,19135,291
June 30, 2023$(395)$404,798$404,403

9. Variable Interest Entity

Atmos Energy Kansas Securitization I, LLC (AEK), a special-purpose entity wholly owned by Atmos Energy, was formed for the purpose of issuing securitized bonds to recover extraordinary costs incurred during Winter Storm Uri. In June 2023, AEK completed a public offering of $95 million of Securitized Utility Tariff Bonds. AEK's assets cannot be used to settle Atmos Energy's obligations, and the holders of the Securitized Utility Tariff Bonds have no recourse against Atmos Energy.

AEK is considered to be a variable interest entity. As a result, AEK is included in the condensed consolidated financial statements of Atmos Energy.

The following table summarizes the impact of AEK on our condensed consolidated balance sheets, for the periods indicated:

June 30, 2024September 30, 2023
(In thousands)
Restricted cash and cash equivalents$4,642$3,844
Other current assets$14$11
Securitized intangible asset, net$84,998$92,202
Accrued interest$1,534$1,374
Current maturities of securitized long-term debt$8,001$9,922
Securitized long-term debt$81,261$85,078

The following table summarizes the impact of AEK on our condensed consolidated statement of comprehensive income, for the period indicated:

Three Months Ended June 30, 2024Nine Months Ended June 30, 2024
Operating revenues$3,463$10,265
Operation and maintenance expense(52)(276)
Amortization expense(2,292)(6,561)
Interest expense, net(1,119)(3,428)
Income before income taxes$—$—

There were no material impacts to the condensed consolidated statements of comprehensive income for the three and nine months ended June 30, 2023.

The securitized long-term debt is recorded at carrying value. The fair value of the securitized long-term debt is determined using third party market value quotations, which are considered Level 2 fair value measurements for debt instruments where fair value is determined using the most recent available quoted market price. The carrying value and fair value of the securitized long-term debt as of June 30, 2024 is $89.3 million and $89.2 million.

10. Interim Pension and Other Postretirement Benefit Plan Information

The components of our net periodic pension cost for our pension and other postretirement benefit plans for the three and nine months ended June 30, 2024 and 2023 are presented in the following tables. Most of these costs are recoverable through our tariff rates. A portion of these costs is capitalized into our rate base or deferred as a regulatory asset or liability. The remaining costs are recorded as a component of operation and maintenance expense or other non-operating expense.

In the first quarter of fiscal 2024, due to the retirement of an executive, we recognized a settlement charge of $0.8 million associated with our Supplemental Executive Retirement Plan and revalued the net periodic pension cost for the remainder of fiscal 2024. The revaluation of the net periodic pension cost for our Supplemental Executive Retirement Plan resulted in a decrease in the discount rate, effective November 30, 2023, to 5.82% from 6.17%, which will decrease our net periodic pension cost by approximately $0.4 million for the remainder of the fiscal year.

Three Months Ended June 30
Pension BenefitsOther Benefits
2024202320242023
(In thousands)
Components of net periodic pension cost:
Service cost$2,405$2,915$1,507$1,546
Interest cost (1)7,4307,2653,5093,478
Expected return on assets (1)(7,202)(7,278)(3,128)(2,804)
Amortization of prior service cost (credit) (1)—(30)(3,260)(3,285)
Amortization of actuarial (gain) loss (1)97178(2,718)(1,863)
Settlements (1)—1,030——
Net periodic pension cost$2,730$4,080$(4,090)$(2,928)
Nine Months Ended June 30
Pension BenefitsOther Benefits
2024202320242023
(In thousands)
Components of net periodic pension cost:
Service cost$7,199$8,731$4,521$4,637
Interest cost (1)22,35621,91510,52610,433
Expected return on assets (1)(21,606)(21,835)(9,383)(8,411)
Amortization of prior service cost (credit) (1)—(91)(9,780)(9,856)
Amortization of actuarial (gain) loss (1)313506(8,154)(5,589)
Settlements (1)7761,030——
Net periodic pension cost$9,038$10,256$(12,270)$(8,786)

(1) The components of net periodic cost other than the service cost component are included in the line item other non-operating expense in the condensed consolidated statements of comprehensive income or are capitalized on the condensed consolidated balance sheets as a regulatory asset or liability, as described in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

11. Commitments and Contingencies

Litigation and Environmental Matters

In the normal course of business, we are subject to various legal and regulatory proceedings. For such matters, we record liabilities when they are considered probable and estimable, based on currently available facts, our historical experience and our estimates of the ultimate outcome or resolution of the liability in the future. While the outcome of these proceedings is uncertain and a loss in excess of the amount we have accrued is possible though not reasonably estimable, it is the opinion of management that any amounts exceeding the accruals will not have a material adverse impact on our financial position, results of operations or cash flows.

The National Transportation Safety Board (NTSB) issued a Preliminary Report on February 14, 2024 relating to its investigation of two incidents that occurred in Jackson, Mississippi on January 24 and 27, 2024 that resulted in one fatality. Atmos Energy is working closely with the NTSB and other state and federal regulators to help determine causal factors.

We are a party to various other litigation and environmental-related matters or claims that have arisen in the ordinary course of our business. While the results of such litigation and response actions to such environmental-related matters or claims cannot be predicted with certainty, we continue to believe the final outcome of such litigation and matters or claims will not have a material adverse effect on our financial condition, results of operations or cash flows.

Purchase Commitments

Our distribution divisions maintain supply contracts with several vendors that generally cover a period of up to one year. Commitments for estimated base gas volumes are established under these contracts on a monthly basis at contractually negotiated prices. Commitments for incremental daily purchases are made as necessary during the month in accordance with the terms of the individual contract.

Our Mid-Tex Division also maintains a limited number of long-term supply contracts to ensure a reliable source of gas for our customers in its service area, which obligate it to purchase specified volumes at prices under contracts indexed to natural gas hubs or fixed price contracts. These purchase commitment contracts are detailed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. At June 30, 2024, we were committed to purchase 67.8 Bcf within one year and 31.5 Bcf within two to three years under indexed contracts. At June 30, 2024, we were committed to purchase 12.8 Bcf within one year under fixed price contracts with a weighted average price of $3.06 per Mcf.

Rate Regulatory Proceedings

As of June 30, 2024, routine rate regulatory proceedings were in progress in several of our service areas, which are discussed in further detail below in Management’s Discussion and Analysis — Recent Ratemaking Developments. Except for these proceedings, there were no material changes to rate regulatory proceedings for the nine months ended June 30, 2024.

12. Income Taxes

Income Tax Expense

Our interim effective tax rates reflect the estimated annual effective tax rates for the fiscal years ended September 30, 2024 and 2023, adjusted for tax expense associated with certain discrete items. The effective tax rates for the three months ended June 30, 2024 and 2023 were 16.8% and 10.6% and for the nine months ended June 30, 2024 and 2023 were 15.6% and 11.0%. These effective tax rates differ from the federal statutory tax rate of 21% primarily due to the amortization of excess deferred federal income tax liabilities, tax credits, state income taxes and other permanent book-to-tax differences. These adjustments have a relative impact on the effective tax rate proportionally to pretax income or loss.

Regulatory Excess Deferred Taxes

Regulatory excess net deferred taxes represent changes in our net deferred tax liability related to our cost of service ratemaking due to the enactment of the Tax Cuts and Jobs Act of 2017 (the TCJA) and a Kansas legislative change enacted in fiscal 2020. Currently, the regulatory excess net deferred tax liability of $232.6 million is being returned over various periods. Of this amount, $180.0 million is being returned to customers over 12 - 60 months. An additional $51.6 million is being returned to customers on a provisional basis over 15 - 69 years until our regulators establish the final refund periods. The refund of the remaining $1.0 million will be addressed in future rate proceedings.

As of June 30, 2024 and September 30, 2023, $87.6 million and $131.3 million is recorded in other current liabilities.

13. Financial Instruments

We currently use financial instruments to mitigate commodity price risk and interest rate risk. The objectives and strategies for using financial instruments and the related accounting for these financial instruments are fully described in Notes 2 and 16 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. During the nine months ended June 30, 2024, there were no material changes in our objectives, strategies and accounting for using financial instruments. Our financial instruments do not contain any credit-risk-related or other contingent features that could cause payments to be accelerated when our financial instruments are in net liability positions. The following summarizes those objectives and strategies.

Commodity Risk Management Activities

Our purchased gas cost adjustment mechanisms essentially insulate our distribution segment from commodity price risk; however, our customers are exposed to the effects of volatile natural gas prices. We manage this exposure through a combination of physical storage, fixed-price forward 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.

We typically seek to hedge between 25 and 50 percent of anticipated heating season gas purchases using financial instruments. For the 2023-2024 heating season (generally October through March), in the jurisdictions where we are permitted to utilize financial instruments, we hedged approximately 27.6 Bcf of the winter flowing gas requirements. We have not designated these financial instruments as hedges for accounting purposes.

Interest Rate Risk Management Activities

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 summarizes our existing forward starting interest rate swaps as of June 30, 2024. These swaps were designated as cash flow hedges at the time the agreements were executed.

Planned Debt Issuance DateAmount Hedged
(In thousands)
Fiscal 2025$600,000
Fiscal 2026300,000
$900,000

Quantitative Disclosures Related to Financial Instruments

The following tables present detailed information concerning the impact of financial instruments on our condensed consolidated balance sheet and statements of comprehensive income.

As of June 30, 2024, our financial instruments were comprised of both long and short commodity positions. A long position is a contract to purchase the commodity, while a short position is a contract to sell the commodity. As of June 30, 2024, we had 15,455 MMcf of net long commodity contracts outstanding. These contracts have not been designated as hedges.

Financial Instruments on the Balance Sheet

The following tables present the fair value and balance sheet classification of our financial instruments as of June 30, 2024 and September 30, 2023. The gross amounts of recognized assets and liabilities are netted within our condensed consolidated balance sheets to the extent that we have netting arrangements with our counterparties. However, as of June 30, 2024 and September 30, 2023, no gross amounts and no cash collateral were netted within our consolidated balance sheet.

June 30, 2024
Balance Sheet LocationAssetsLiabilities
(In thousands)
Designated As Hedges:
Interest rate contractsOther current assets / Other current liabilities$273,551$—
Interest rate contractsDeferred charges and other assets / Deferred credits and other liabilities104,049—
Total377,600—
Not Designated As Hedges:
Commodity contractsOther current assets / Other current liabilities2,349(5,928)
Commodity contractsDeferred charges and other assets / Deferred credits and other liabilities1,271(49)
Total3,620(5,977)
Gross / Net Financial Instruments$381,220$(5,977)
September 30, 2023
Balance Sheet LocationAssetsLiabilities
(In thousands)
Designated As Hedges:
Interest rate contractsDeferred charges and other assets / Deferred credits and other liabilities$379,101$—
Total379,101—
Not Designated As Hedges:
Commodity contractsOther current assets / Other current liabilities4,071(14,584)
Commodity contractsDeferred charges and other assets / Deferred credits and other liabilities2,492(824)
Total6,563(15,408)
Gross / Net Financial Instruments$385,664$(15,408)

Impact of Financial Instruments on the Statement of Comprehensive Income

Cash Flow Hedges

As discussed above, our distribution segment has interest rate agreements, which we designated as cash flow hedges at the time the agreements were executed. The net (gain) loss on settled interest rate agreements reclassified from AOCI into interest charges on our condensed consolidated statements of comprehensive income for the three months ended June 30, 2024 and 2023 was $(3.2) million and $(0.7) million and for the nine months ended June 30, 2024 and 2023 was $(9.6) million and $(2.1) million.

The following table summarizes the gains and losses arising from hedging transactions that were recognized as a component of other comprehensive income (loss), net of taxes, for the three and nine months ended June 30, 2024 and 2023.

Three Months Ended June 30Nine Months Ended June 30
2024202320242023
(In thousands)
Increase (decrease) in fair value:
Interest rate agreements$16,926$44,057$(1,165)$36,781
Recognition of (gains) losses in earnings due to settlements:
Interest rate agreements(2,490)(530)(7,473)(1,590)
Total other comprehensive income (loss) from hedging, net of tax$14,436$43,527$(8,638)$35,191

Deferred gains (losses) recorded in AOCI associated with our interest rate agreements are recognized in earnings as they are amortized over the terms of the underlying debt instruments. As of June 30, 2024, we had $217.3 million of net realized gains in AOCI associated with our interest rate agreements. The following amounts, net of deferred taxes, represent the expected recognition in earnings of the deferred net gains recorded in AOCI associated with our interest rate agreements, based upon the fair values of these agreements at the date of settlement. The remaining amortization periods for these settled amounts extend through fiscal 2053. However, the table below does not include the expected recognition in earnings of our outstanding interest rate swaps as those instruments have not yet settled.

Interest Rate Agreements
(In thousands)
Next twelve months$9,965
Thereafter207,359
Total$217,324

Financial Instruments Not Designated as Hedges

As discussed above, commodity contracts which are used in our distribution segment are not designated as hedges. However, there is no earnings impact on our distribution segment as a result of the use of these financial instruments because the gains and losses arising from the use of these financial instruments are recognized in the consolidated statement of comprehensive income as a component of purchased gas cost when the related costs are recovered through our rates and recognized in revenue. Accordingly, the impact of these financial instruments is excluded from this presentation.

14. Fair Value Measurements

We report certain assets and liabilities at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We record cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable, and short-term debt at carrying value, which substantially approximates fair value due to the short-term nature of these assets and liabilities. For other financial assets and liabilities, we primarily use quoted market prices and other observable market pricing information to minimize the use of unobservable pricing inputs in our measurements when determining fair value. The methods used to determine fair value for our assets and liabilities are fully described in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. During the nine months ended June 30, 2024, there were no changes in these methods.

Fair value measurements also apply to the valuation of our pension and postretirement plan assets. Current accounting guidance requires employers to annually disclose information about fair value measurements of the assets of a defined benefit pension or other postretirement plan. The fair value of these assets is presented in Note 11 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

Quantitative Disclosures

Financial Instruments

The classification of our fair value measurements requires judgment regarding the degree to which market data is observable or corroborated by observable market data. Authoritative accounting literature establishes a fair value hierarchy that prioritizes the inputs used to measure fair value based on observable and unobservable data. The hierarchy categorizes the inputs into three levels, with the highest priority given to unadjusted quoted prices in active markets for identical assets and

liabilities (Level 1), with the lowest priority given to unobservable inputs (Level 3). The following tables summarize, by level within the fair value hierarchy, our assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2024 and September 30, 2023. Assets and liabilities are categorized in their entirety based on the lowest level of input that is significant to the fair value measurement.

Quoted Prices in Active Markets (Level 1)Significant Other Observable Inputs (Level 2)****(1)Significant Other Unobservable Inputs (Level 3)Netting and Cash CollateralJune 30, 2024
(In thousands)
Assets:
Financial instruments$—$381,220$—$—$381,220
Debt and equity securities
Registered investment companies26,948———26,948
Bond mutual funds39,253———39,253
Bonds (2)—38,369——38,369
Money market funds—3,791——3,791
Total debt and equity securities66,20142,160——108,361
Total assets$66,201$423,380$—$—$489,581
Liabilities:
Financial instruments$—$5,977$—$—$5,977
Quoted Prices in Active Markets (Level 1)Significant Other Observable Inputs (Level 2)****(1)Significant Other Unobservable Inputs (Level 3)Netting and Cash CollateralSeptember 30, 2023
(In thousands)
Assets:
Financial instruments$—$385,664$—$—$385,664
Debt and equity securities
Registered investment companies26,685———26,685
Bond mutual funds37,573———37,573
Bonds (2)—35,507——35,507
Money market funds—4,837——4,837
Total debt and equity securities64,25840,344——104,602
Total assets$64,258$426,008$—$—$490,266
Liabilities:
Financial instruments$—$15,408$—$—$15,408

(1)Our Level 2 measurements consist of over-the-counter options and swaps, which are valued using a market-based approach in which observable market prices are adjusted for criteria specific to each instrument, such as the strike price, notional amount or basis differences, municipal and corporate bonds, which are valued based on the most recent available quoted market prices and money market funds that are valued at cost.

(2)Our investments in bonds are considered available-for-sale debt securities in accordance with current accounting guidance.

Debt and equity securities are comprised of our available-for-sale debt securities and our equity securities. As described in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, we evaluate the performance of our available-for-sale debt securities on an investment by investment basis for impairment, taking into consideration the investment’s purpose, volatility, current returns and any intent to sell the security. As of June 30, 2024, no allowance for credit losses was recorded for our available-for-sale debt securities. At June 30, 2024 and September 30, 2023, the amortized cost of our available-for-sale debt securities was $38.5 million and $36.0 million. At June 30, 2024, we maintained investments in bonds that have contractual maturity dates ranging from July 2024 through September 2027.

Other Fair Value Measures

Our long-term debt is recorded at carrying value. The fair value of our long-term debt, excluding finance leases, is determined using third party market value quotations, which are considered Level 1 fair value measurements for debt instruments with a recent, observable trade or Level 2 fair value measurements for debt instruments where fair value is determined using the most recent available quoted market price. The carrying value of our finance leases materially approximates fair value. The following table presents the carrying value and fair value of our long-term debt, excluding finance leases, debt issuance costs and original issue premium or discount, as of June 30, 2024 and September 30, 2023:

June 30, 2024September 30, 2023
(In thousands)
Carrying Amount$7,785,000$6,560,000
Fair Value$6,892,431$5,402,591

15. Concentration of Credit Risk

Information regarding our concentration of credit risk is disclosed in Note 18 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023. During the nine months ended June 30, 2024, there were no material changes in our concentration of credit risk.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Atmos Energy Corporation

Results of Review of Interim Financial Statements

We have reviewed the accompanying condensed consolidated balance sheet of Atmos Energy Corporation (the Company) as of June 30, 2024, the related condensed consolidated statements of comprehensive income for the three and nine month periods ended June 30, 2024 and 2023, the condensed consolidated statements of cash flows for the nine month periods ended June 30, 2024 and 2023, and the related notes (collectively referred to as the "condensed consolidated interim financial statements"). Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of September 30, 2023, the related consolidated statements of comprehensive income, shareholders’ equity and cash flows for the year then ended, and the related notes (not presented herein); and in our report dated November 14, 2023, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of September 30, 2023, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ ERNST & YOUNG LLP

Dallas, Texas

August 7, 2024

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