10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to

Commission File Number 1-10042

Atmos Energy Corporation

(Exact name of registrant as specified in its charter)

Texas	and		Virginia	75-1743247
(State or other jurisdiction of<br>incorporation or organization)				(IRS employer<br>identification no.)
1800 Three Lincoln Centre
5430 LBJ Freeway
Dallas		Texas		75240
(Address of principal executive offices)				(Zip code)

(972) 934-9227

(Registrant’s telephone number, including area code)

Title of each class		Trading Symbol	Name of each exchange on which registered
Common stock	No Par Value	ATO	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes þ    No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	þ	Accelerated filer	¨	Non-accelerated filer	¨	Smaller reporting company	☐	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes  ☐    No þ

Number of shares outstanding of each of the issuer’s classes of common stock, as of July 29, 2022.

Class		Shares Outstanding
Common stock	No Par Value	139,891,918

GLOSSARY OF KEY TERMS

AEC	Atmos Energy Corporation
AOCI	Accumulated other comprehensive income
ARM	Annual Rate Mechanism
ASC	Accounting Standards Codification
Bcf	Billion cubic feet
DARR	Dallas Annual Rate Review
FASB	Financial Accounting Standards Board
GAAP	Generally Accepted Accounting Principles
GRIP	Gas Reliability Infrastructure Program
GSRS	Gas System Reliability Surcharge
LIBOR	London Interbank Offered Rate
Mcf	Thousand cubic feet
MMcf	Million cubic feet
Moody’s	Moody’s Investors Services, Inc.
NTSB	National Transportation Safety Board
PRP	Pipeline Replacement Program
RRC	Railroad Commission of Texas
RRM	Rate Review Mechanism
RSC	Rate Stabilization Clause
S&P	Standard & Poor’s Corporation
SAVE	Steps to Advance Virginia Energy
SEC	United States Securities and Exchange Commission
SIP	System Integrity Program
SIR	System Integrity Rider
SOFR	Secured Overnight Financing Rate
SRF	Stable Rate Filing
SSIR	System Safety and Integrity Rider
TCJA	Tax Cuts and Jobs Act of 2017
WNA	Weather Normalization Adjustment
Item 1.	Financial Statements
---	---

ATMOS ENERGY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,<br>2022		September 30,<br>2021
	(Unaudited)
	(In thousands, except<br>share data)
ASSETS
Property, plant and equipment	$	19,502,000	$	17,885,098
Less accumulated depreciation and amortization	2,945,397		2,821,128
Net property, plant and equipment	16,556,603		15,063,970
Current assets
Cash and cash equivalents	328,075		116,723
Accounts receivable, net (See Note 5)	375,257		342,967
Gas stored underground	223,993		178,116
Other current assets (See Note 8)	2,354,526		2,200,909
Total current assets	3,281,851		2,838,715
Goodwill	731,257		731,257
Deferred charges and other assets (See Note 8)	1,085,773		974,720
	$	21,655,484	$	19,608,662
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, 2022 — 139,888,756 shares; September 30, 2021 — 132,419,754 shares	$	699	$	662
Additional paid-in capital	5,726,090		5,023,751
Accumulated other comprehensive income	305,210		69,803
Retained earnings	3,236,172		2,812,673
Shareholders’ equity	9,268,171		7,906,889
Long-term debt	5,759,164		4,930,205
Total capitalization	15,027,335		12,837,094
Current liabilities
Accounts payable and accrued liabilities	397,058		423,222
Other current liabilities	660,629		686,681
Current maturities of long-term debt	2,201,430		2,400,452
Total current liabilities	3,259,117		3,510,355
Deferred income taxes	1,936,658		1,705,809
Regulatory excess deferred taxes	425,960		549,227
Regulatory cost of removal obligation	479,962		468,688
Deferred credits and other liabilities	526,452		537,489
	$	21,655,484	$	19,608,662

See accompanying notes to condensed consolidated financial statements.

ATMOS ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three Months Ended June 30
	2022		2021
	(Unaudited)<br>(In thousands, except per<br>share data)
Operating revenues
Distribution segment	$	773,311	$	558,750
Pipeline and storage segment	183,412		162,987
Intersegment eliminations	(140,294)		(116,184)
Total operating revenues	816,429		605,553
Purchased gas cost
Distribution segment	390,559		202,050
Pipeline and storage segment	(1,347)		691
Intersegment eliminations	(140,053)		(115,871)
Total purchased gas cost	249,159		86,870
Operation and maintenance expense	182,325		184,470
Depreciation and amortization expense	134,231		119,348
Taxes, other than income	96,127		81,475
Operating income	154,587		133,390
Other non-operating income	13,263		5,887
Interest charges	26,190		20,962
Income before income taxes	141,660		118,315
Income tax expense	13,113		15,904
Net income	$	128,547	$	102,411
Basic net income per share	$	0.92	$	0.78
Diluted net income per share	$	0.92	$	0.78
Cash dividends per share	$	0.680	$	0.625
Basic weighted average shares outstanding	139,881		131,358
Diluted weighted average shares outstanding	140,227		131,486
Net income	$	128,547	$	102,411
Other comprehensive income (loss), net of tax
Net unrealized holding losses on available-for-sale securities, net of tax of $31 and $11	(106)		(36)
Cash flow hedges:
Amortization and unrealized gain (loss) on interest rate agreements, net of tax of $46,168 and $(22,890)	159,737		(79,196)
Total other comprehensive income (loss)	159,631		(79,232)
Total comprehensive income	$	288,178	$	23,179

See accompanying notes to condensed consolidated financial statements.

ATMOS ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Nine Months Ended June 30
	2022		2021
	(Unaudited)<br>(In thousands, except per<br>share data)
Operating revenues
Distribution segment	$	3,356,279	$	2,718,074
Pipeline and storage segment	510,077		476,868
Intersegment eliminations	(387,322)		(355,836)
Total operating revenues	3,479,034		2,839,106
Purchased gas cost
Distribution segment	1,881,212		1,304,269
Pipeline and storage segment	(3,075)		(440)
Intersegment eliminations	(386,437)		(354,890)
Total purchased gas cost	1,491,700		948,939
Operation and maintenance expense	504,787		479,488
Depreciation and amortization expense	395,461		353,269
Taxes, other than income	271,506		243,376
Operating income	815,580		814,034
Other non-operating income	27,178		14,793
Interest charges	74,969		69,068
Income before income taxes	767,789		759,759
Income tax expense	65,034		142,916
Net income	$	702,755	$	616,843
Basic net income per share	$	5.13	$	4.77
Diluted net income per share	$	5.12	$	4.77
Cash dividends per share	$	2.04	$	1.875
Basic weighted average shares outstanding	136,799		129,185
Diluted weighted average shares outstanding	137,055		129,229
Net income	$	702,755	$	616,843
Other comprehensive income (loss), net of tax
Net unrealized holding losses on available-for-sale securities, net of tax of $98 and $48	(336)		(165)
Cash flow hedges:
Amortization and unrealized gain on interest rate agreements, net of tax of $68,136 and $34,392	235,743		118,993
Total other comprehensive income	235,407		118,828
Total comprehensive income	$	938,162	$	735,671

See accompanying notes to condensed consolidated financial statements.

ATMOS ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended June 30
	2022		2021
	(Unaudited)<br>(In thousands)
Cash Flows From Operating Activities
Net income	$	702,755	$	616,843
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization expense	395,461		353,269
Deferred income taxes	40,899		144,195
Other	(15,941)		378
Net assets / liabilities from risk management activities	(7,167)		(99)
Net change in Winter Storm Uri long-term regulatory asset (See Note 8)	—		(2,088,536)
Net change in other operating assets and liabilities	(186,691)		(184,517)
Net cash provided by (used in) operating activities	929,316		(1,158,467)
Cash Flows From Investing Activities
Capital expenditures	(1,726,039)		(1,357,960)
Debt and equity securities activities, net	3,594		(2,363)
Other, net	7,876		8,006
Net cash used in investing activities	(1,714,569)		(1,352,317)
Cash Flows From Financing Activities
Net proceeds from equity issuances	675,320		460,678
Issuance of common stock through stock purchase and employee retirement plans	11,670		12,121
Proceeds from issuance of long-term debt	798,802		2,797,346
Repayment of long-term debt	(200,000)		—
Cash dividends paid	(279,256)		(241,260)
Debt issuance costs	(8,196)		(14,288)
Other	(1,735)		—
Net cash provided by financing activities	996,605		3,014,597
Net increase in cash and cash equivalents	211,352		503,813
Cash and cash equivalents at beginning of period	116,723		20,808
Cash and cash equivalents at end of period	$	328,075	$	524,621

See accompanying notes to condensed consolidated financial statements.

ATMOS ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2022

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 three million residential, commercial, public authority and industrial customers through our six regulated distribution divisions, which at June 30, 2022, 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.    Unaudited Financial Information

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, 2021. 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, 2021. Because of seasonal and other factors, the results of operations for the nine-month period ended June 30, 2022 are not indicative of our results of operations for the full 2022 fiscal year, which ends September 30, 2022.

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

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, 2021.

During the second quarter of fiscal 2022, 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.

Recently issued accounting pronouncements

In November 2021, the Financial Accounting Standards Board (FASB) issued guidance which will require disclosure about government assistance in the notes to the financial statements. The amendment requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy, including information about the nature of the transactions and the related accounting policy used to account for the transactions, the line items on the balance sheet and income statement that are affected by the transactions and the significant terms and conditions of the transactions, including commitments and contingencies. The amendment is effective for us beginning October 1, 2022; however, we elected to adopt this amendment during the first quarter of fiscal 2022 as permitted by the guidance. As the guidance is related only to disclosures in the notes to the financial statements, there will be no impact on our financial position, results of operations or cash flows.

In March 2020, the FASB issued optional guidance which will ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. The amendments provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by the cessation of the London Interbank Offered Rate (LIBOR). The amendments can be elected immediately, as of March 12, 2020, through December 31, 2022. We are currently evaluating if we will apply the optional guidance as we assess the impact of the cessation of LIBOR on our current contracts and hedging relationships and the potential impact on our financial position, results of operations and cash flows.

Regulatory assets and liabilities

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.

Significant regulatory assets and liabilities as of June 30, 2022 and September 30, 2021 included the following:

	June 30,<br>2022		September 30,<br>2021
	(In thousands)
Regulatory assets:
Pension and postretirement benefit costs	$	34,482	$	45,922
Infrastructure mechanisms (1)	225,279		222,795
Winter Storm Uri incremental costs (2)	2,107,820		2,100,728
Deferred gas costs	42,818		66,395
Regulatory excess deferred taxes	48,746		45,370
Recoverable loss on reacquired debt	3,448		3,789
Deferred pipeline record collection costs	35,212		32,099
Other	15,552		4,343
	$	2,513,357	$	2,521,441
Regulatory liabilities:
Regulatory excess deferred taxes	$	586,149	$	705,084
Regulatory cost of removal obligation	558,542		541,511
Deferred gas costs	45,874		52,553
Asset retirement obligation	18,373		18,373
APT annual adjustment mechanism	26,689		31,110
Pension and postretirement benefit costs	51,954		56,201
Other	23,223		19,363
	$	1,310,804	$	1,424,195

(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)Includes extraordinary gas costs subject to securitization incurred during Winter Storm Uri and permissible carrying costs. See Note 8 to the unaudited condensed consolidated financial statements for further information. This amount is recorded within other current assets and deferred charges and other assets on the condensed consolidated balance sheet as of June 30, 2022.

3.    Segment Information

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.

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, 2021.

Income statements and capital expenditures for the three and nine months ended June 30, 2022 and 2021 by segment are presented in the following tables:

	Three Months Ended June 30, 2022
	Distribution		Pipeline and Storage		Eliminations		Consolidated
	(In thousands)
Operating revenues from external parties	$	772,497	$	43,932	$	—	$	816,429
Intersegment revenues	814		139,480		(140,294)		—
Total operating revenues	773,311		183,412		(140,294)		816,429
Purchased gas cost	390,559		(1,347)		(140,053)		249,159
Operation and maintenance expense	133,654		48,912		(241)		182,325
Depreciation and amortization expense	97,106		37,125		—		134,231
Taxes, other than income	85,933		10,194		—		96,127
Operating income	66,059		88,528		—		154,587
Other non-operating income	6,708		6,555		—		13,263
Interest charges	12,341		13,849		—		26,190
Income before income taxes	60,426		81,234		—		141,660
Income tax expense	3,025		10,088		—		13,113
Net income	$	57,401	$	71,146	$	—	$	128,547
Capital expenditures	$	417,244	$	118,766	$	—	$	536,010
	Three Months Ended June 30, 2021
---	---	---	---	---	---	---	---	---
	Distribution		Pipeline and Storage		Eliminations		Consolidated
	(In thousands)
Operating revenues from external parties	$	557,931	$	47,622	$	—	$	605,553
Intersegment revenues	819		115,365		(116,184)		—
Total operating revenues	558,750		162,987		(116,184)		605,553
Purchased gas cost	202,050		691		(115,871)		86,870
Operation and maintenance expense	130,454		54,329		(313)		184,470
Depreciation and amortization expense	86,099		33,249		—		119,348
Taxes, other than income	72,024		9,451		—		81,475
Operating income	68,123		65,267		—		133,390
Other non-operating income	1,060		4,827		—		5,887
Interest charges	8,540		12,422		—		20,962
Income before income taxes	60,643		57,672		—		118,315
Income tax expense	7,354		8,550		—		15,904
Net income	$	53,289	$	49,122	$	—	$	102,411
Capital expenditures	$	398,416	$	113,816	$	—	$	512,232
	Nine Months Ended June 30, 2022
---	---	---	---	---	---	---	---	---
	Distribution		Pipeline and Storage		Eliminations		Consolidated
	(In thousands)
Operating revenues from external parties	$	3,353,800	$	125,234	$	—	$	3,479,034
Intersegment revenues	2,479		384,843		(387,322)		—
Total operating revenues	3,356,279		510,077		(387,322)		3,479,034
Purchased gas cost	1,881,212		(3,075)		(386,437)		1,491,700
Operation and maintenance expense	378,479		127,193		(885)		504,787
Depreciation and amortization expense	286,515		108,946		—		395,461
Taxes, other than income	242,214		29,292		—		271,506
Operating income	567,859		247,721		—		815,580
Other non-operating income	9,173		18,005		—		27,178
Interest charges	36,046		38,923		—		74,969
Income before income taxes	540,986		226,803		—		767,789
Income tax expense	35,163		29,871		—		65,034
Net income	$	505,823	$	196,932	$	—	$	702,755
Capital expenditures	$	1,217,094	$	508,945	$	—	$	1,726,039			Nine Months Ended June 30, 2021
---	---	---	---	---	---	---	---	---
	Distribution		Pipeline and Storage		Eliminations		Consolidated
	(In thousands)
Operating revenues from external parties	$	2,715,644	$	123,462	$	—	$	2,839,106
Intersegment revenues	2,430		353,406		(355,836)		—
Total operating revenues	2,718,074		476,868		(355,836)		2,839,106
Purchased gas cost	1,304,269		(440)		(354,890)		948,939
Operation and maintenance expense	363,246		117,188		(946)		479,488
Depreciation and amortization expense	254,636		98,633		—		353,269
Taxes, other than income	214,991		28,385		—		243,376
Operating income	580,932		233,102		—		814,034
Other non-operating income	1,135		13,658		—		14,793
Interest charges	33,269		35,799		—		69,068
Income before income taxes	548,798		210,961		—		759,759
Income tax expense	109,481		33,435		—		142,916
Net income	$	439,317	$	177,526	$	—	$	616,843
Capital expenditures	$	1,000,616	$	357,344	$	—	$	1,357,960

Balance sheet information at June 30, 2022 and September 30, 2021 by segment is presented in the following tables:

	June 30, 2022
	Distribution		Pipeline and Storage		Eliminations		Consolidated
	(In thousands)
Property, plant and equipment, net	$	12,314,182	$	4,242,421	$	—	$	16,556,603
Total assets	$	20,891,285	$	4,497,125	$	(3,732,926)	$	21,655,484
	September 30, 2021
---	---	---	---	---	---	---	---	---
	Distribution		Pipeline and Storage		Eliminations		Consolidated
	(In thousands)
Property, plant and equipment, net	$	11,232,649	$	3,831,321	$	—	$	15,063,970
Total assets	$	18,847,266	$	4,076,844	$	(3,315,448)	$	19,608,662

4.    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 7 to the unaudited condensed consolidated financial statements, when the impact is dilutive. Basic and diluted earnings per share for the three and nine months ended June 30, 2022 and 2021 are calculated as follows:

	Three Months Ended June 30				Nine Months Ended June 30
	2022		2021		2022		2021
	(In thousands, except per share amounts)
Basic Earnings Per Share
Net income	$	128,547	$	102,411	$	702,755	$	616,843
Less: Income allocated to participating securities	79		70		465		440
Income available to common shareholders	$	128,468	$	102,341	$	702,290	$	616,403
Basic weighted average shares outstanding	139,881		131,358		136,799		129,185
Net income per share — Basic	$	0.92	$	0.78	$	5.13	$	4.77
Diluted Earnings Per Share
Income available to common shareholders	$	128,468	$	102,341	$	702,290	$	616,403
Effect of dilutive shares	—		—		—		—
Income available to common shareholders	$	128,468	$	102,341	$	702,290	$	616,403
Basic weighted average shares outstanding	139,881		131,358		136,799		129,185
Dilutive shares	346		128		256		44
Diluted weighted average shares outstanding	140,227		131,486		137,055		129,229
Net income per share - Diluted	$	0.92	$	0.78	$	5.12	$	4.77

5.    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, 2021. 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, 2022 and 2021.

	Three Months Ended June 30, 2022				Three Months Ended June 30, 2021
	Distribution		Pipeline and Storage		Distribution		Pipeline and Storage
	(In thousands)
Gas sales revenues:
Residential	$	441,806	$	—	$	336,016	$	—
Commercial	231,309		—		157,314		—
Industrial	57,045		—		25,348		—
Public authority and other	13,080		—		8,870		—
Total gas sales revenues	743,240		—		527,548		—
Transportation revenues	27,216		186,405		25,903		164,619
Miscellaneous revenues	2,453		3,104		2,615		3,895
Revenues from contracts with customers	772,909		189,509		556,066		168,514
Alternative revenue program revenues (1)	(77)		(6,097)		2,206		(5,527)
Other revenues	479		—		478		—
Total operating revenues	$	773,311	$	183,412	$	558,750	$	162,987			Nine Months Ended June 30, 2022				Nine Months Ended June 30, 2021
---	---	---	---	---	---	---	---	---
	Distribution		Pipeline and Storage		Distribution		Pipeline and Storage
	(In thousands)
Gas sales revenues:
Residential	$	2,108,349	$	—	$	1,821,570	$	—
Commercial	910,400		—		692,443		—
Industrial	160,098		—		81,122		—
Public authority and other	54,668		—		42,159		—
Total gas sales revenues	3,233,515		—		2,637,294		—
Transportation revenues	87,886		514,114		84,643		480,945
Miscellaneous revenues	7,732		11,931		8,336		12,921
Revenues from contracts with customers	3,329,133		526,045		2,730,273		493,866
Alternative revenue program revenues (1)	25,663		(15,968)		(13,666)		(16,998)
Other revenues	1,483		—		1,467		—
Total operating revenues	$	3,356,279	$	510,077	$	2,718,074	$	476,868

(1)    In our distribution segment, we have weather-normalization adjustment mechanisms that serve to mitigate the effects of weather on our revenue. Additionally, 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 regulatorily determined revenue benchmark.

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. The receivable balances are short term and generally do not extend beyond one month. To minimize credit risk, we assess the credit worthiness of new customers, require deposits where necessary, assess late fees, pursue collection activities and disconnect service for nonpayment. After disconnection, accounts are written off when deemed uncollectible.

Our policy related to the accounting for our 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, 2021. During the nine months ended June 30, 2022, there were no material changes to this policy. Rollforwards of our allowance for uncollectible accounts for the three and nine months ended June 30, 2022 and 2021 are presented in the table below. The allowance excludes the gas cost portion of customers’ bills for approximately 79 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.

	Three Months Ended June 30, 2022
	(In thousands)
Beginning balance, March 31, 2022	$	62,213
Current period provisions	5,657
Write-offs charged against allowance	(7,430)
Recoveries of amounts previously written off	328
Ending balance, June 30, 2022	$	60,768			Three Months Ended June 30, 2021
---	---	---
	(In thousands)
Beginning balance, March 31, 2021	$	44,680
Current period provisions	14,403
Write-offs charged against allowance	(2,875)
Recoveries of amounts previously written off	437
Ending balance, June 30, 2021	$	56,645			Nine Months Ended June 30, 2022
---	---	---
	(In thousands)
Beginning balance, September 30, 2021	$	64,471
Current period provisions	17,733
Write-offs charged against allowance	(22,888)
Recoveries of amounts previously written off	1,452
Ending balance, June 30, 2022	$	60,768			Nine Months Ended June 30, 2021
---	---	---
	(In thousands)
Beginning balance, September 30, 2020	$	29,949
Current period provisions	32,872
Write-offs charged against allowance	(7,544)
Recoveries of amounts previously written off	1,368
Ending balance, June 30, 2021	$	56,645

6.    Debt

The nature and terms of our debt instruments and credit facilities are described in detail in Note 7 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021. Other than as described below, there were no material changes in the terms of our debt instruments during the nine months ended June 30, 2022.

Long-term debt at June 30, 2022 and September 30, 2021 consisted of the following:

	June 30, 2022		September 30, 2021
	(In thousands)
Unsecured 0.625% Senior Notes, due March 2023	$	1,100,000	$	1,100,000
Unsecured 3.00% Senior Notes, due 2027	500,000		500,000
Unsecured 2.625% Senior Notes, due 2029	500,000		300,000
Unsecured 1.50% Senior Notes, due 2031	600,000		600,000
Unsecured 5.95% Senior Notes, due 2034	200,000		200,000
Unsecured 5.50% Senior Notes, due 2041	400,000		400,000
Unsecured 4.15% Senior Notes, due 2043	500,000		500,000
Unsecured 4.125% Senior Notes, due 2044	750,000		750,000
Unsecured 4.30% Senior Notes, due 2048	600,000		600,000
Unsecured 4.125% Senior Notes, due 2049	450,000		450,000
Unsecured 3.375% Senior Notes, due 2049	500,000		500,000
Unsecured 2.85% Senior Notes, due 2052	600,000		—
Floating-rate term loan, due April 2022	—		200,000
Floating-rate Senior Notes, due March 2023	1,100,000		1,100,000
Medium-term note Series A, 1995-1, 6.67%, due 2025	10,000		10,000
Unsecured 6.75% Debentures, due 2028	150,000		150,000
Finance lease obligations	52,196		18,739
Total long-term debt	8,012,196		7,378,739
Less:
Original issue discount on unsecured senior notes and debentures	3,760		2,811
Debt issuance cost	47,842		45,271
Current maturities	2,201,430		2,400,452
	$	5,759,164	$	4,930,205

On October 1, 2021, we completed a public offering of $600 million of 2.85% senior notes due 2052, with an effective interest rate of 2.58%, 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 $589.8 million were used for general corporate purposes.

On January 14, 2022, we completed a public offering of $200 million of 2.625% senior notes due 2029, with an effective interest rate of 2.54%, after giving effect to the offering costs. The net proceeds from the offering, after the underwriting discount and offering expenses, of $200.8 million were used to repay our $200 million floating-rate term loan on January 18, 2022.

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 with an equity-to-total-capitalization ratio between 50% and 60%, inclusive of long-term and short-term debt. 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 $2.5 billion of total working capital funding.

The primary source of our funding is our commercial paper program, which is supported by a five-year unsecured $1.5 billion credit facility. On March 31, 2022, we amended this agreement to (i) extend the maturity date from March 31, 2026 to March 31, 2027 and (ii) replace the London interbank offered rate (the LIBOR Rate) with the forward-looking term rate based on the secured overnight financing rate (the SOFR Rate) as the interest rate benchmark. This facility now bears interest at a base rate or at a 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 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, 2022 there were no amounts outstanding under our commercial paper program.

We also have a $900 million three-year unsecured revolving credit facility which is used to provide additional working capital funding. On March 31, 2022, we amended this agreement to (i) extend the maturity date from March 31, 2024 to March 31, 2025 and (ii) replace the LIBOR Rate with the SOFR Rate as the interest rate benchmark. This facility now bears interest at a base rate or at a 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 SOFR-based advances, based on the Company's credit ratings. Additionally, the facility contains a $100 million accordion feature, which provides the opportunity to increase the total committed loan to $1.0 billion. At June 30, 2022, there were no borrowings outstanding under this facility.

Additionally, we have a $50 million 364-day unsecured facility, which was renewed April 1, 2022 and is used to provide working capital funding. There were no borrowings outstanding under this facility as of June 30, 2022.

Finally, we have a $50 million 364-day unsecured revolving credit facility, which was renewed March 31, 2022 and is used to issue letters of credit and to provide working capital funding. At June 30, 2022, 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, 2022, our total-debt-to-total-capitalization ratio, as defined in the agreements, was 47 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, 2022. 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.

7.    Shareholders' Equity

The following tables present a reconciliation of changes in stockholders' equity for the three and nine months ended June 30, 2022 and 2021.

	Common stock			Additional<br>Paid-in<br>Capital		Accumulated<br>Other<br>Comprehensive Income<br>(Loss)		Retained<br>Earnings		Total
	Number of<br>Shares	Stated<br>Value
	(In thousands, except share and per share data)
Balance, September 30, 2021	132,419,754	$	662	$	5,023,751	$	69,803	$	2,812,673	$	7,906,889
Net income	—	—		—		—		249,209		249,209
Other comprehensive loss	—	—		—		(45,947)		—		(45,947)
Cash dividends ($0.68 per share)	—	—		—		—		(90,411)		(90,411)
Common stock issued:
Public and other stock offerings	2,730,115	13		265,848		—		—		265,861
Stock-based compensation plans	275,212	2		3,942		—		—		3,944
Balance, December 31, 2021	135,425,081	677		5,293,541		23,856		2,971,471		8,289,545
Net income	—	—		—		—		324,999		324,999
Other comprehensive income	—	—		—		121,723		—		121,723
Cash dividends ($0.68 per share)	—	—		—		—		(93,533)		(93,533)
Common stock issued:
Public and other stock offerings	3,509,116	18		336,451		—		—		336,469
Stock-based compensation plans	77,832	—		4,028		—		—		4,028
Balance, March 31, 2022	139,012,029	695		5,634,020		145,579		3,202,937		8,983,231
Net income	—	—		—		—		128,547		128,547
Other comprehensive income	—	—		—		159,631		—		159,631
Cash dividends ($0.68 per share)	—	—		—		—		(95,312)		(95,312)
Common stock issued:
Public and other stock offerings	801,952	4		84,656		—		—		84,660
Stock-based compensation plans	74,775	—		7,414		—		—		7,414
Balance, June 30, 2022	139,888,756	$	699	$	5,726,090	$	305,210	$	3,236,172	$	9,268,171
	Common stock			Additional<br>Paid-in<br>Capital		Accumulated<br>Other<br>Comprehensive Income<br>(Loss)		Retained<br>Earnings		Total
---	---	---	---	---	---	---	---	---	---	---	---
	Number of<br>Shares	Stated<br>Value
	(In thousands, except share and per share data)
Balance, September 30, 2020	125,882,477	$	629	$	4,377,149	$	(57,589)	$	2,471,014	$	6,791,203
Net income	—	—		—		—		217,678		217,678
Other comprehensive income	—	—		—		60,121		—		60,121
Cash dividends ($0.625 per share)	—	—		—		—		(79,023)		(79,023)
Common stock issued:
Public and other stock offerings	2,126,118	11		219,998		—		—		220,009
Stock-based compensation plans	144,366	1		3,167		—		—		3,168
Balance, December 31, 2020	128,152,961	641		4,600,314		2,532		2,609,669		7,213,156
Net income	—	—		—		—		296,754		296,754
Other comprehensive income	—	—		—		137,939		—		137,939
Cash dividends ($0.625 per share)	—	—		—		—		(80,325)		(80,325)
Common stock issued:
Public and other stock offerings	2,498,026	12		248,948		—		—		248,960
Stock-based compensation plans	16,122	—		4,441		—		—		4,441
Balance, March 31, 2021	130,667,109	653		4,853,703		140,471		2,826,098		7,820,925
Net income	—	—		—		—		102,411		102,411
Other comprehensive loss	—	—		—		(79,232)		—		(79,232)
Cash dividends ($0.625 per share)	—	—		—		—		(81,912)		(81,912)
Common stock issued:
Public and other stock offerings	39,078	1		3,829		—		—		3,830
Stock-based compensation plans	80,852	—		7,736		—		—		7,736
Balance, June 30, 2021	130,787,039	$	654	$	4,865,268	$	61,239	$	2,846,597	$	7,773,758

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 through June 29, 2024. As of the date of this report, $2.2 billion of securities were available for issuance under this shelf registration statement.

On March 23, 2022, 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 June 29, 2024 (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 June 29, 2021, which was exhausted during our second fiscal quarter.

During the nine months ended June 30, 2022, we executed forward sales under our ATM equity sales program with various forward sellers who borrowed and sold 10,308,214 shares of our common stock at an aggregate price of $1.1 billion. During the nine months ended June 30, 2022, we also settled forward sale agreements with respect to 6,932,722 shares that had been borrowed and sold by various forward sellers under the ATM program for net proceeds of $675.3 million. As of June 30, 2022, $663.0 million of equity was available for issuance under our existing ATM program. Additionally, we had $700.9 million in available proceeds from outstanding forward sale agreements, as detailed below.

Maturity	Shares Available	Net Proceeds Available<br>(In thousands)		Forward Price
September 29, 2023	5,527,318	$	595,261	$	107.69
December 29, 2023	919,898	105,634		$	114.83
Total	6,447,216	$	700,895	$	108.71

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-<br>for-Sale<br>Securities		Interest Rate<br>Agreement<br>Cash Flow<br>Hedges		Total
	(In thousands)
September 30, 2021	$	47	$	69,756	$	69,803
Other comprehensive income (loss) before reclassifications	(336)		233,511		233,175
Amounts reclassified from accumulated other comprehensive income	—		2,232		2,232
Net current-period other comprehensive income (loss)	(336)		235,743		235,407
June 30, 2022	$	(289)	$	305,499	$	305,210
	Available-<br>for-Sale<br>Securities		Interest Rate<br>Agreement<br>Cash Flow<br>Hedges		Total
---	---	---	---	---	---	---
	(In thousands)
September 30, 2020	$	238	$	(57,827)	$	(57,589)
Other comprehensive income (loss) before reclassifications	(165)		115,568		115,403
Amounts reclassified from accumulated other comprehensive income	—		3,425		3,425
Net current-period other comprehensive income (loss)	(165)		118,993		118,828
June 30, 2021	$	73	$	61,166	$	61,239

8.    Winter Storm Uri

Overview

As described in Note 9 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021, a historic winter storm impacted supply, market pricing and demand for natural gas in our service territories in mid-February 2021. During this time, the governors of Kansas and Texas each declared a state of emergency, and certain regulatory agencies issued emergency orders that impacted the utility and natural gas industries, including statewide utilities curtailment programs and orders encouraging or requiring jurisdictional natural gas utilities to work to ensure customers were provided with safe and reliable natural gas service.

Due to the historic nature of this winter storm, we experienced unforeseeable and unprecedented market pricing for gas costs, which resulted in aggregated natural gas purchases during the month of February of approximately $2.3 billion. These gas costs were paid using funds received from a public offering of debt securities completed in March 2021 of $2.2 billion.

Regulatory Asset Accounting

Our purchased gas costs are recoverable through purchased gas cost adjustment mechanisms in each state where we operate. Due to the unprecedented level of purchased gas costs incurred during Winter Storm Uri, the Kansas Corporation Commission (KCC) and the Railroad Commission of Texas (RRC) issued orders authorizing natural gas utilities to record a regulatory asset to account for the extraordinary costs associated with the winter storm. Pursuant to these orders, as of June 30, 2022, we have recorded a $2.1 billion regulatory asset for incremental costs, including carrying costs, incurred in Kansas ($88.0 million) and Texas ($2,019.8 million).

Securitization Proceedings

To minimize the impact on the customer bill by extending the recovery periods for these unprecedented purchased gas costs, the Kansas and Texas State Legislatures each enacted securitization legislation in 2021, as described in further detail in Note 9 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021.

Kansas

On March 24, 2022, the KCC issued an Order Approving Unanimous Settlement Agreement which stipulated that all of our gas and storage costs were prudently incurred. On May 25, 2022, we filed with the KCC an application to securitize $90.2 million in securitized utility tariff costs. Because we intend to recover these costs over several years, we have recorded the regulatory asset for Kansas as a long-term asset in deferred charges and other assets as of June 30, 2022.

Texas

We filed our application with the RRC on July 30, 2021 to securitize $2.0 billion of extraordinary gas costs incurred during Winter Storm Uri. This amount also included an estimate of carrying costs and administrative costs that we expect to incur in connection with the resolution of this filing.

On November 10, 2021, the RRC issued a Final Determination of the Regulatory Asset (the Final Determination). The Final Determination stipulates that all of our gas and storage costs were prudently incurred. Additionally, the Final Determination permits us to defer, through December 31, 2021 our actual carrying costs associated with the $2.2 billion of incremental financing issued in March 2021 and to recover approximately $0.6 million of our administrative costs.

On February 8, 2022, the RRC issued a Financing Order that authorizes the Texas Public Financing Authority to issue customer rate relief bonds to securitize the costs that were approved in the Final Determination over a period not to exceed 30 years. As required by the Financing Order, the Texas Public Financing Authority has 180 days to issue the securitization bonds. Issuance may occur after 180 days if necessary based on bond market conditions, the receipt of necessary approvals and the timely receipt of necessary financial disclosure information from each participating gas utility. Upon receipt of the securitization funds we will repay the $2.2 billion in public notes issued to finance the incremental gas costs incurred during Winter Storm Uri.

9.     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, 2022 and 2021 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.

	Three Months Ended June 30
	Pension Benefits				Other Benefits
	2022		2021		2022		2021
	(In thousands)
Components of net periodic pension cost:
Service cost	$	4,323	$	4,609	$	2,559	$	4,305
Interest cost (1)	5,063		5,016		2,683		2,661
Expected return on assets (1)	(7,383)		(6,978)		(3,312)		(2,613)
Amortization of prior service cost (credit) (1)	(58)		(58)		(3,308)		44
Amortization of actuarial (gain) loss (1)	1,951		3,062		—		—
Settlements(1)	—		8,999		—		—
Net periodic pension cost	$	3,896	$	14,650	$	(1,378)	$	4,397
	Nine Months Ended June 30
---	---	---	---	---	---	---	---	---
	Pension Benefits				Other Benefits
	2022		2021		2022		2021
	(In thousands)
Components of net periodic pension cost:
Service cost	$	12,970	$	13,834	$	7,676	$	12,917
Interest cost (1)	15,190		15,072		8,050		7,981
Expected return on assets (1)	(22,149)		(20,934)		(9,937)		(7,841)
Amortization of prior service cost (credit) (1)	(174)		(174)		(9,925)		130
Amortization of actuarial (gain) loss (1)	5,853		9,405		—		—
Settlements(1)	—		8,999		—		—
Net periodic pension cost	$	11,690	$	26,202	$	(4,136)	$	13,187

(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, 2021.

For the nine months ended June 30, 2022 we contributed $11.1 million to our postretirement medical plans. We anticipate contributing a total of between $15 million and $25 million to our postretirement plans during fiscal 2022.

10.    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.

We maintain liability insurance for various risks associated with the operation of our natural gas pipelines and facilities, including for property damage and bodily injury. These liability insurance policies generally require us to be responsible for the first $1.0 million (self-insured retention) of each incident.

The National Transportation Safety Board (NTSB) held a public meeting on January 12, 2021 to determine the probable cause of the incident that occurred at a Dallas, Texas residence on February 23, 2018 that resulted in one fatality and injuries to four other residents. At the meeting, the Board deliberated and voted on proposed findings of fact, a probable cause statement, and safety recommendations. On February 8, 2021, the NTSB issued its final report that included an Executive Summary, Findings, Probable Cause, and Recommendations. Also on February 8, 2021, safety recommendations letters were distributed to recommendation recipients, including Atmos Energy. Atmos Energy timely provided a written response on May 7, 2021. Following the release of the NTSB’s final report, the Railroad Commission of Texas (RRC) completed its safety evaluation related to the same incident finding four alleged violations and initiated an enforcement proceeding to pursue administrative penalties totaling $1.6 million. Atmos Energy is working with the RRC to resolve the alleged violations and satisfy the administrative penalties.

The NTSB is investigating a worksite accident that occurred in Farmersville, Texas on June 28, 2021 that resulted in two fatalities and injuries to two others. Together with the Railroad Commission of Texas and the Pipeline and Hazardous Materials Safety Administration, Atmos Energy is a party to the investigation and in that capacity is working closely with all parties to help determine the cause of this incident. Three civil actions have been filed in Dallas, Texas against Atmos Energy and one of its contractors in response to the accident.

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 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, 2021. At June 30, 2022, we were committed to purchase 68.3 Bcf within one year and 97.2 Bcf within two to three years under indexed contracts. At June 30, 2022, we were committed to purchase 3.4 Bcf within one year under fixed price contracts with a weighted average price of $5.41 per Mcf.

Future Lease Payments

A finance lease for a service center is expected to commence in fiscal 2023 that impacts our future lease payments. The total future lease payments for this lease are $19.3 million.

Rate Regulatory Proceedings

As of June 30, 2022, 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, 2022.

11.    Income Taxes

Income Tax Expense

Our interim effective tax rates reflect the estimated annual effective tax rates for the fiscal years ended September 30, 2022 and 2021, adjusted for tax expense associated with certain discrete items. The effective tax rates for the three months ended June 30, 2022 and 2021 were 9.3% and 13.4% and for the nine months ended June 30, 2022 and 2021 were 8.5% and 18.8%. 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.

Beginning in the second quarter of fiscal 2021 and through the end of the last fiscal year, we reached agreement with regulators in various states to begin refunding excess deferred tax liabilities generally over a three to five year period. This increased the refund of excess deferred tax liabilities to customers in the current year period and significantly reduced the effective tax rate for the three and nine month periods ended June 30, 2022 compared to the prior year periods.

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 state tax legislative changes in Kansas and Louisiana. Currently, the regulatory excess net deferred tax liability of $537.4 million is being returned over various periods. Of this amount, $444.2 million is being returned to customers over 35 - 60 months. An additional $78.1 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 $15.1 million will be addressed in future rate proceedings.

As of June 30, 2022 and September 30, 2021, $160.2 million and $155.9 million is recorded in other current liabilities.

Winter Storm Uri Deferred Tax Assets and Liabilities

We deduct our purchased gas costs for federal income tax purposes in the period they are paid. As a result of impacts from Winter Storm Uri, we recorded a $471.0 million (tax effected) increase in our deferred tax liability and an increase in our net operating loss carryforward as of September 30, 2021. At September 30, 2021, we had $850.2 million (tax effected) of federal net operating loss carryforwards.

As a result of the Financing Order issued by the Texas RRC on February 8, 2022, we reduced the deferred tax liability associated with the Winter Storm Uri regulatory asset and the corresponding deferred tax asset associated with net operating loss carryforwards by $451.1 million during the second quarter of fiscal 2022.

As of June 30, 2022, we had $403.8 million (tax effected) of federal net operating loss carryforwards. The federal net operating loss carryforwards are available to offset future taxable income. These net operating losses can be carried forward indefinitely. The Company also has $28.1 million (tax effected) of state net operating loss carryforwards (net of $7.3 million of federal effects) and $1.7 million of state tax credits carryforwards (net of $0.5 million of federal effects). Depending on the jurisdiction in which the state net operating loss was generated, the carryforwards are subject to expiration as early as 2035.

12.    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 15 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021. During the nine months ended June 30, 2022, 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 2021-2022 heating season (generally October through March), in the jurisdictions where we are permitted to utilize financial instruments, we hedged approximately 42 percent, or 23.9 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.

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, 2022, 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, 2022, we had 5,819 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, 2022 and September 30, 2021. The gross amounts of recognized assets and liabilities are netted within our unaudited condensed consolidated balance sheets to the extent that we have netting arrangements with our counterparties. However, as of June 30, 2022 and September 30, 2021, no gross amounts and no cash collateral were netted within our consolidated balance sheet.

		June 30, 2022
	Balance Sheet Location	Assets		Liabilities
		(In thousands)
Designated As Hedges:
Interest rate contracts	Other current assets / <br>Other current liabilities	$	169,318	$	—
Interest rate contracts	Deferred charges and other assets / <br>Deferred credits and other liabilities	301,152		—
Total		470,470		—
Not Designated As Hedges:
Commodity contracts	Other current assets / <br>Other current liabilities	17,518		(193)
Commodity contracts	Deferred charges and other assets / <br>Deferred credits and other liabilities	169		(5)
Total		17,687		(198)
Gross / Net Financial Instruments		$	488,157	$	(198)
		September 30, 2021
---	---	---	---	---	---
	Balance Sheet Location	Assets		Liabilities
		(In thousands)
Designated As Hedges:
Interest rate contracts	Deferred charges and other assets / <br>Deferred credits and other liabilities	$	169,469	$	—
Total		169,469		—
Not Designated As Hedges:
Commodity contracts	Other current assets / <br>Other current liabilities	55,073		(5,269)
Commodity contracts	Deferred charges and other assets / <br>Deferred credits and other liabilities	6,144		—
Total		61,217		(5,269)
Gross / Net Financial Instruments		$	230,686	$	(5,269)

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 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, 2022 and 2021 was $1.0 million and $1.5 million and for the nine months ended June 30, 2022 and 2021 was $2.9 million and $4.4 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, 2022 and 2021. The amounts included in the table below exclude gains and losses arising from ineffectiveness because those amounts are immediately recognized in the statement of comprehensive income as incurred.

	Three Months Ended June 30				Nine Months Ended June 30
	2022		2021		2022		2021
	(In thousands)
Increase (decrease) in fair value:
Interest rate agreements	$	158,993	$	(80,338)	$	233,511	$	115,568
Recognition of losses in earnings due to settlements:
Interest rate agreements	744		1,142		2,232		3,425
Total other comprehensive income (loss) from hedging, net of tax	$	159,737	$	(79,196)	$	235,743	$	118,993

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, 2022, we had $59.5 million of net realized losses 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 losses 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 2052. 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<br>Agreements
	(In thousands)
Next twelve months	$	(2,976)
Thereafter	(56,506)
Total	$	(59,482)

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.

13.    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, accounts receivable and accounts payable 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, 2021. During the nine months ended June 30, 2022, 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 10 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021.

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, 2022 and September 30, 2021. Assets and liabilities are categorized in their entirety based on the lowest level of input that is significant to the fair value measurement.

	Quoted<br>Prices in<br>Active<br>Markets<br>(Level 1)		Significant<br><br>Other<br><br>Observable<br><br>Inputs<br><br>(Level 2)(1)		Significant<br>Other<br>Unobservable<br>Inputs<br>(Level 3)		Netting and<br>Cash<br>Collateral		June 30, 2022
	(In thousands)
Assets:
Financial instruments	$	—	$	488,157	$	—	$	—	$	488,157
Debt and equity securities
Registered investment companies	28,370		—		—		—		28,370
Bond mutual funds	32,667		—		—		—		32,667
Bonds (2)	—		33,729		—		—		33,729
Money market funds	—		3,590		—		—		3,590
Total debt and equity securities	61,037		37,319		—		—		98,356
Total assets	$	61,037	$	525,476	$	—	$	—	$	586,513
Liabilities:
Financial instruments	$	—	$	198	$	—	$	—	$	198
	Quoted<br>Prices in<br>Active<br>Markets<br>(Level 1)		Significant<br><br>Other<br><br>Observable<br><br>Inputs<br><br>(Level 2)(1)		Significant<br>Other<br>Unobservable<br>Inputs<br>(Level 3)		Netting and<br>Cash<br>Collateral		September 30, 2021
---	---	---	---	---	---	---	---	---	---	---
	(In thousands)
Assets:
Financial instruments	$	—	$	230,686	$	—	$	—	$	230,686
Debt and equity securities
Registered investment companies	35,175		—		—		—		35,175
Bond mutual funds	34,298		—		—		—		34,298
Bonds (2)	—		35,655		—		—		35,655
Money market funds	—		2,943		—		—		2,943
Total debt and equity securities	69,473		38,598		—		—		108,071
Total assets	$	69,473	$	269,284	$	—	$	—	$	338,757
Liabilities:
Financial instruments	$	—	$	5,269	$	—	$	—	$	5,269

(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, 2021, 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, 2022, no allowance for credit losses was recorded for our available-for-sale debt securities. At June 30, 2022 and September 30, 2021, the amortized cost of our available-for-sale debt securities was $34.1 million and $35.6 million. At June 30, 2022, we maintained investments in bonds that have contractual maturity dates ranging from July 2022 through June 2025.

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, 2022 and September 30, 2021:

	June 30, 2022		September 30, 2021
	(In thousands)
Carrying Amount	$	7,960,000	$	7,360,000
Fair Value	$	7,340,176	$	8,086,136

14.    Concentration of Credit Risk

Information regarding our concentration of credit risk is disclosed in Note 17 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021. During the nine months ended June 30, 2022, 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, 2022, the related condensed consolidated statements of comprehensive income for the three and nine month periods ended June 30, 2022 and 2021, the condensed consolidated statements of cash flows for the nine month periods ended June 30, 2022 and 2021, 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, 2021, 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 12, 2021, 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, 2021, 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 3, 2022

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, 2021.

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; the impact of greenhouse gas emissions or other legislation or regulations intended to address climate change; 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; adverse weather conditions; the impact of climate change; the inability to continue to hire, train and retain operational, technical and managerial personnel; 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; 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; 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; increased costs of providing health care benefits, along with pension and postretirement health care benefits and increased funding requirements; and the outbreak of COVID-19 and its impact on business and economic conditions. 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 three million residential, commercial, public authority and industrial customers throughout our six distribution divisions, which at June 30, 2022 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, 2021 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, 2022.

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, 2022, we recorded net income of $702.8 million, or $5.12 per diluted share, compared to net income of $616.8 million, or $4.77 per diluted share for the nine months ended June 30, 2021.

The 14 percent year-over-year increase in net income largely reflects positive rate outcomes driven by safety and reliability spending and customer growth in our distribution segment, offset by higher spending on certain operating and maintenance expenses in both our segments.

During the nine months ended June 30, 2022, we implemented ratemaking regulatory actions which resulted in an increase in annual operating income of $154.9 million. Excluding the impact of the refund of excess deferred income taxes resulting from previously enacted tax reform legislation, our total rate outcomes were $205.9 million for the nine months ended June 30, 2022. Additionally, as of June 30, 2022, we had ratemaking efforts in progress seeking a total increase in annual operating income of $132.6 million.

Capital expenditures for the nine months ended June 30, 2022 were $1.7 billion. Over 85 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, 2022, we completed approximately $1.5 billion of long-term debt and equity financing. As of June 30, 2022, our equity capitalization was 53.8 percent. Excluding the $2.2 billion of incremental financing issued in conjunction with Winter Storm Uri, our equity capitalization was 61.7 percent. As of June 30, 2022, we had approximately $3.5 billion in total liquidity, consisting of $328.1 million in cash and cash equivalents, $700.9 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 2022.

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 60 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 79 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, 2022 compared with Three Months Ended June 30, 2021

Financial and operational highlights for our distribution segment for the three months ended June 30, 2022 and 2021 are presented below.

	Three Months Ended June 30
	2022		2021		Change
	(In thousands, unless otherwise noted)
Operating revenues	$	773,311	$	558,750	$	214,561
Purchased gas cost	390,559		202,050		188,509
Operating expenses	316,693		288,577		28,116
Operating income	66,059		68,123		(2,064)
Other non-operating income	6,708		1,060		5,648
Interest charges	12,341		8,540		3,801
Income before income taxes	60,426		60,643		(217)
Income tax expense	3,025		7,354		(4,329)
Net income	$	57,401	$	53,289	$	4,112
Consolidated distribution sales volumes — MMcf	44,954		41,352		3,602
Consolidated distribution transportation volumes — MMcf	34,360		34,776		(416)
Total consolidated distribution throughput — MMcf	79,314		76,128		3,186
Consolidated distribution average cost of gas per Mcf sold	$	8.69	$	4.89	$	3.80

Operating income for our distribution segment decreased three percent. Increased refunds of excess deferred taxes to customers decreased period-over-period operating income by $20.8 million and reduced the interim effective income tax rate for this segment to 5.0% compared to 12.1% in the prior year period. Additional key drivers for the change in operating income include:

•a $30.5 million increase in rate adjustments, primarily in our Mid-Tex and Louisiana Divisions.

•a $3.3 million increase in consumption, net of our weather normalization adjustments (WNA)

•a $2.6 million increase in customers, primarily in our Mid-Tex Division.

•a $1.8 million decrease in other operation and maintenance expense, primarily due to lower bad debt expense and other administrative costs in the current-year quarter.

Partially offset by:

•a $13.7 million increase in depreciation expense and property taxes associated with increased capital investments.

•a $5.0 million increase in system maintenance and related activities.

The following table shows our operating income by distribution division, in order of total rate base, for the three months ended June 30, 2022 and 2021. 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
	2022		2021		Change
	(In thousands)
Mid-Tex	$	30,574	$	33,135	$	(2,561)
Kentucky/Mid-States	13,715		11,773		1,942
Louisiana	10,892		11,027		(135)
West Texas	1,876		5,118		(3,242)
Mississippi	4,932		5,365		(433)
Colorado-Kansas	3,335		2,517		818
Other	735		(812)		1,547
Total	$	66,059	$	68,123	$	(2,064)

Nine Months Ended June 30, 2022 compared with Nine Months Ended June 30, 2021

Financial and operational highlights for our distribution segment for the nine months ended June 30, 2022 and 2021 are presented below.

	Nine Months Ended June 30
	2022		2021		Change
	(In thousands, unless otherwise noted)
Operating revenues	$	3,356,279	$	2,718,074	$	638,205
Purchased gas cost	1,881,212		1,304,269		576,943
Operating expenses	907,208		832,873		74,335
Operating income	567,859		580,932		(13,073)
Other non-operating income	9,173		1,135		8,038
Interest charges	36,046		33,269		2,777
Income before income taxes	540,986		548,798		(7,812)
Income tax expense	35,163		109,481		(74,318)
Net income	$	505,823	$	439,317	$	66,506
Consolidated distribution sales volumes — MMcf	256,717		275,691		(18,974)
Consolidated distribution transportation volumes — MMcf	120,037		120,150		(113)
Total consolidated distribution throughput — MMcf	376,754		395,841		(19,087)
Consolidated distribution average cost of gas per Mcf sold	$	7.33	$	4.73	$	2.60

Operating income for our distribution segment decreased two percent. Increased refunds of excess deferred taxes to customers decreased period-over-period operating income by $89.5 million and reduced the interim effective income tax rate for this segment to 6.5% compared to 19.9% in the prior year period. Additional key drivers for the change in operating income include:

•a $122.6 million increase in rate adjustments, primarily in our Mid-Tex, West Texas and Louisiana Divisions.

•a $13.2 million increase in customers, primarily in our Mid-Tex Division.

Partially offset by:

•a $34.8 million increase in depreciation expense and property taxes associated with increased capital investments.

•a $13.1 million decrease in consumption, net of WNA, primarily due to the decline in residential consumption during the second fiscal quarter.

•a $12.3 million increase in system maintenance and related activities.

•a $2.9 million increase in other operation and maintenance expense, primarily due to employee related costs, insurance premiums and other administrative costs, partially offset by lower bad debt expense in the current year.

The following table shows our operating income by distribution division, in order of total rate base, for the nine months ended June 30, 2022 and 2021. 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
	2022		2021		Change
	(In thousands)
Mid-Tex	$	292,207	$	284,104	$	8,103
Kentucky/Mid-States	75,541		69,127		6,414
Louisiana	61,842		66,718		(4,876)
West Texas	53,907		51,364		2,543
Mississippi	66,719		68,142		(1,423)
Colorado-Kansas	28,187		36,610		(8,423)
Other	(10,544)		4,867		(15,411)
Total	$	567,859	$	580,932	$	(13,073)

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 2022, we implemented, or received approval to implement, regulatory proceedings, resulting in a $76.1 million increase in annual operating income as summarized below. Our ratemaking outcomes include the refund 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, 2022 were $127.1 million.

Rate Action	Annual Increase (Decrease) in<br>Operating Income		EDIT Impact		Annual Increase (Decrease) in<br>Operating Income Excluding EDIT
	(In thousands)
Annual formula rate mechanisms	$	70,488	$	43,638	$	114,126
Rate case filings	5,938		7,379		13,317
Other rate activity	(370)		—		(370)
	$	76,056	$	51,017	$	127,073

The following ratemaking efforts seeking $132.6 million in increased annual operating income were in progress as of June 30, 2022:

Division	Rate Action	Jurisdiction	Operating Income Requested
			(In thousands)
Kentucky/Mid-States	Infrastructure Mechanism	Virginia	$	477
Kentucky/Mid-States	Formula Rate Mechanism	Tennessee (1)	3,662
Louisiana	Formula Rate Mechanism	Louisiana (2)	17,650
Mid-Tex	Formula Rate Mechanism	Mid-Tex Cities	92,615
Mississippi	Infrastructure Mechanism	Mississippi	10,006
West Texas	Formula Rate Mechanism	West Texas Cities	8,208
			$	132,618

(1)    The Tennessee Public Utility Commission approved the ARM filing on June 20, 2022 for an increase in operating income of $2.5 million with rates effective July 1, 2022.

(2)    The Company implemented the requested amount, subject to refund, on July 1, 2022 and anticipates resolving the RSC filing during the fourth quarter of fiscal 2022.

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, 2022:

Division	Jurisdiction	Test Year<br>Ended	Increase (Decrease) in<br>Annual<br>Operating<br>Income		EDIT Impact		Increase (Decrease) in<br>Annual<br>Operating<br>Income Excluding EDIT		Effective<br>Date
			(In thousands)
2022 Filings:
West Texas	Amarillo, Lubbock, Dalhart and Channing	12/31/2021	$	6,122	$	—	$	6,122	06/11/2022
West Texas	Triangle	12/31/2021	1,549		—		1,549		06/11/2022
West Texas	Environs	12/31/2021	1,221		—		1,221		06/11/2022
Mid-Tex	ATM Cities	12/31/2021	12,815		—		12,815		06/10/2022
Mid-Tex	Environs	12/31/2021	5,646		—		5,646		06/10/2022
Mid-Tex	DARR (1)	09/30/2021	13,201		—		13,201		05/25/2022
Colorado-Kansas	Kansas SIP	12/31/2021	623		—		623		04/01/2022
Colorado-Kansas	Kansas GSRS	09/30/2021	1,820		—		1,820		02/01/2022
Colorado-Kansas	Colorado SSIR	12/31/2022	2,610		—		2,610		01/01/2022
Mid-Tex	Mid-Tex Cities RRM	12/31/2020	21,673		33,851		55,524		12/01/2021
West Texas	West Texas Cities RRM	12/31/2020	151		3,347		3,498		12/01/2021
Mississippi	Mississippi - SIR	10/31/2022	8,354		2,123		10,477		11/01/2021
Mississippi	Mississippi - SRF	10/31/2022	(5,624)		4,317		(1,307)		11/01/2021
Kentucky/Mid-States	Virginia - SAVE	09/30/2022	327		—		327		10/01/2021
Total 2022 Filings			$	70,488	$	43,638	$	114,126

(1)    The rate increase for this filing was approved based on the effective date herein; however, the new rates will be implemented beginning September 1, 2022.

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, 2022.

Division	State	Increase in Annual<br>Operating Income		EDIT Impact		Increase in Annual<br>Operating Income Excluding EDIT		Effective<br>Date
		(In thousands)
2022 Rate Case Filings:
Kentucky/Mid-States	Kentucky (1)	$	5,938	$	7,379	$	13,317	05/20/2022
Total 2022 Rate Case Filings		$	5,938	$	7,379	$	13,317

(1)    The rate case outcome for Kentucky is inclusive of the fiscal 2022 pipeline replacement program.

Other Ratemaking Activity

The following table summarizes other ratemaking activity during the nine months ended June 30, 2022.

Division	Jurisdiction	Rate Activity	Decrease in<br>Annual<br>Operating<br>Income		Effective<br>Date
			(In thousands)
2022 Other Rate Activity:
Colorado-Kansas	Kansas	Ad Valorem (1)	$	(370)	02/01/2022
Total 2022 Other Rate Activity			$	(370)

(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 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 11, 2022, APT made a GRIP filing that covered changes in net property, plant and equipment investments from January 1, 2021 through December 31, 2021 with a requested increase in operating income of $78.8 million. On May 18, 2022, the Texas Railroad Commission approved the Company's GRIP filing.

Three Months Ended June 30, 2022 compared with Three Months Ended June 30, 2021

Financial and operational highlights for our pipeline and storage segment for the three months ended June 30, 2022 and 2021 are presented below.

	Three Months Ended June 30
	2022		2021		Change
	(In thousands, unless otherwise noted)
Mid-Tex / Affiliate transportation revenue	$	144,970	$	126,022	$	18,948
Third-party transportation revenue	35,939		33,565		2,374
Other revenue	2,503		3,400		(897)
Total operating revenues	183,412		162,987		20,425
Total purchased gas cost	(1,347)		691		(2,038)
Operating expenses	96,231		97,029		(798)
Operating income	88,528		65,267		23,261
Other non-operating income	6,555		4,827		1,728
Interest charges	13,849		12,422		1,427
Income before income taxes	81,234		57,672		23,562
Income tax expense	10,088		8,550		1,538
Net income	$	71,146	$	49,122	$	22,024
Gross pipeline transportation volumes — MMcf	175,117		187,408		(12,291)
Consolidated pipeline transportation volumes — MMcf	146,422		153,166		(6,744)

Operating income for our pipeline and storage segment increased 36 percent. Significant drivers for the change in operating income include:

•a $21.0 million increase due to rate adjustments from the GRIP filings approved in May 2021 and 2022. The increase in rates was driven by increased safety and reliability spending.

•a $6.1 million decrease in system maintenance expense primarily due to timing of spending.

Partially offset by:

•a $4.5 million increase in depreciation and property tax expenses associated with increased capital investments.

Nine Months Ended June 30, 2022 compared with Nine Months Ended June 30, 2021

Financial and operational highlights for our pipeline and storage segment for the nine months ended June 30, 2022 and 2021 are presented below.

	Nine Months Ended June 30
	2022		2021		Change
	(In thousands, unless otherwise noted)
Mid-Tex / Affiliate transportation revenue	$	401,455	$	371,871	$	29,584
Third-party transportation revenue	98,696		93,894		4,802
Other revenue	9,926		11,103		(1,177)
Total operating revenues	510,077		476,868		33,209
Total purchased gas cost	(3,075)		(440)		(2,635)
Operating expenses	265,431		244,206		21,225
Operating income	247,721		233,102		14,619
Other non-operating income	18,005		13,658		4,347
Interest charges	38,923		35,799		3,124
Income before income taxes	226,803		210,961		15,842
Income tax expense	29,871		33,435		(3,564)
Net income	$	196,932	$	177,526	$	19,406
Gross pipeline transportation volumes — MMcf	581,545		614,594		(33,049)
Consolidated pipeline transportation volumes — MMcf	411,884		428,331		(16,447)

Operating income for our pipeline and storage segment increased six percent. Increased refunds of excess deferred taxes to customers decreased period-over-period operating income by $13.3 million and reduced the interim effective income tax rate for this segment to 13.2% compared to 15.8% in the prior year period. Additional drivers for the change in operating income include:

•a $49.4 million increase due to rate adjustments from the GRIP filings approved in May 2021 and 2022. The increase in rates was driven by increased safety and reliability spending.

Partially offset by:

•a $7.3 million increase in system maintenance expense primarily due to spending on hydrostatic testing.

•a $2.4 million net decrease in APT's thru-system activities primarily associated with lower volumes driven by increased competing takeaway capacity in the Permian Basin and tighter regional spreads.

•an $11.1 million increase in depreciation expense and property taxes associated with increased capital investments.

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 with an equity-to-total-capitalization ratio between 50% and 60%, inclusive of long-term and short-term debt. Additionally, we have various uncommitted trade credit lines with our gas suppliers that we utilize to purchase natural gas on a monthly basis.

We have a shelf registration statement on file with the Securities and Exchange Commission (SEC) that allows us to issue up to $5.0 billion in common stock and/or debt securities. As of the date of this report, $2.2 billion of securities were available for issuance under the shelf registration statement, which expires June 29, 2024.

We also have an at-the-market (ATM) equity sales program that allows us to issue and sell shares of our common stock up to an aggregate offering price of $1.0 billion (including shares of common stock that may be sold pursuant to forward sale agreements entered into in connection with the ATM equity sales program), which expires June 29, 2024. As of June 30, 2022, $663.0 million of equity was available for issuance under this ATM equity sales program. Additionally, as of June 30, 2022, we had $700.9 million in proceeds from executed forward sale agreements available through December 29, 2023. Additional details are summarized in Note 7 to the unaudited condensed consolidated financial statements.

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 2022. 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, 2022, September 30, 2021 and June 30, 2021:

	June 30, 2022				September 30, 2021				June 30, 2021
	(In thousands, except percentages)
Short-term debt	$	—	—	%	$	—	—	%	$	—	—	%
Long-term debt (1)	7,960,594		46.2	%	7,330,657		48.1	%	7,328,947		48.5	%
Shareholders’ equity (2)	9,268,171		53.8	%	7,906,889		51.9	%	7,773,758		51.5	%
Total	$	17,228,765	100.0	%	$	15,237,546	100.0	%	$	15,102,705	100.0	%

(1)     Inclusive of our finance leases.

(2)     Excluding the $2.2 billion of incremental financing issued to pay for the purchased gas costs incurred during Winter Storm Uri, our equity capitalization ratio was 61.7% at June 30, 2022 and 60.6% at September 30, 2021.

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, 2022 and 2021 are presented below.

	Nine Months Ended June 30
	2022		2021		Change
	(In thousands)
Total cash provided by (used in)
Operating activities	$	929,316	$	(1,158,467)	$	2,087,783
Investing activities	(1,714,569)		(1,352,317)		(362,252)
Financing activities	996,605		3,014,597		(2,017,992)
Change in cash and cash equivalents	211,352		503,813		(292,461)
Cash and cash equivalents at beginning of period	116,723		20,808		95,915
Cash and cash equivalents at end of period	$	328,075	$	524,621	$	(196,546)

Cash flows from operating activities

For the nine months ended June 30, 2022, we generated cash flow from operating activities of $929.3 million compared with $1.2 billion of cash flows used from operating activities for the nine months ended June 30, 2021. Excluding the $2.1 billion incurred in the prior-year period for gas costs incurred during Winter Storm Uri, operating cash flow decreased $0.8 million primarily due to a $102.8 million refund of excess deferred tax liabilities, mostly offset by the timing of gas cost recoveries and the positive effects of successful rate case outcomes achieved in fiscal 2021.

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, 2022, cash used for investing activities was $1,714.6 million compared to $1,352.3 million for the nine months ended June 30, 2021. Capital spending increased $368.1 million. Capital spending in our distribution segment increased $216.5 million, primarily as a result of increased system modernization and customer growth spending. Capital spending in our pipeline and storage segment increased $151.6 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, 2022, our financing activities provided $1.0 billion of cash compared with $3.0 billion of cash provided by financing activities in the prior-year period.

In the nine months ended June 30, 2022, we received $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 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 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.

In the nine months ended June 30, 2021, we received $3.3 billion in net proceeds from the issuance of long-term debt and equity. The net proceeds were used primarily for the payment of natural gas costs incurred during Winter Storm Uri, to support capital spending and for other general corporate purposes. Cash dividends increased due to an 8.7 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, 2022 and 2021:

	Nine Months Ended June 30
	2022	2021
Shares issued:
Direct Stock Purchase Plan	52,907	61,561
1998 Long-Term Incentive Plan	427,819	241,340
Retirement Savings Plan and Trust	55,554	63,992
Equity Issuance	6,932,722	4,537,669
Total shares issued	7,469,002	4,904,562

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). As of June 30, 2022, 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	Negative	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, 2022. Our debt covenants are described in greater detail in Note 6 to the unaudited condensed consolidated financial statements.

Contractual Obligations and Commercial Commitments

Except as noted in Note 10 to the unaudited condensed consolidated financial statements, there were no significant changes in our contractual obligations and commercial commitments during the nine months ended June 30, 2022.

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, 2022 and 2021:

	Three Months Ended June 30				Nine Months Ended June 30
	2022		2021		2022		2021
	(In thousands)
Fair value of contracts at beginning of period	$	282,400	$	327,096	$	225,417	$	78,663
Contracts realized/settled	(260)		13		31,224		980
Fair value of new contracts	1,834		4,030		3,550		4,356
Other changes in value	203,985		(97,622)		227,768		149,518
Fair value of contracts at end of period	487,959		233,517		487,959		233,517
Netting of cash collateral	—		—		—		—
Cash collateral and fair value of contracts at period end	$	487,959	$	233,517	$	487,959	$	233,517

The fair value of our financial instruments at June 30, 2022 is presented below by time period and fair value source:

	Fair Value of Contracts at June 30, 2022
	Maturity in Years
Source of Fair Value	Less<br>Than 1		1-3		4-5		Greater<br>Than 5		Total<br>Fair<br>Value
	(In thousands)
Prices actively quoted	$	186,643	$	246,826	$	54,490	$	—	$	487,959
Prices based on models and other valuation methods	—		—		—		—		—
Total Fair Value	$	186,643	$	246,826	$	54,490	$	—	$	487,959

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, 2022 and 2021.

Distribution Sales and Statistical Data

	Three Months Ended June 30		Nine Months Ended June 30
	2022	2021	2022	2021
METERS IN SERVICE, end of period
Residential	3,138,790	3,095,895	3,138,790	3,095,895
Commercial	281,839	281,628	281,839	281,628
Industrial	1,643	1,664	1,643	1,664
Public authority and other	8,204	8,264	8,204	8,264
Total meters	3,430,476	3,387,451	3,430,476	3,387,451
INVENTORY STORAGE BALANCE — Bcf	49.4	46.4	49.4	46.4
SALES VOLUMES — MMcf (1)
Gas sales volumes
Residential	19,760	17,590	144,695	162,154
Commercial	17,012	16,233	83,307	86,559
Industrial	6,988	6,260	22,848	20,650
Public authority and other	1,194	1,269	5,867	6,328
Total gas sales volumes	44,954	41,352	256,717	275,691
Transportation volumes	36,503	36,679	125,993	125,704
Total throughput	81,457	78,031	382,710	401,395

Pipeline and Storage Operations Sales and Statistical Data

	Three Months Ended June 30		Nine Months Ended June 30
	2022	2021	2022	2021
CUSTOMERS, end of period
Industrial	96	95	96	95
Other	197	202	197	202
Total	293	297	293	297
INVENTORY STORAGE BALANCE — Bcf	0.7	0.4	0.7	0.4
PIPELINE TRANSPORTATION VOLUMES — MMcf (1)	175,117	187,408	581,545	614,594

Note to preceding tables:

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

RECENT ACCOUNTING DEVELOPMENTS

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

Item 3.	Quantitative and Qualitative Disclosures About Market Risk

Information regarding our quantitative and qualitative disclosures about market risk are disclosed in Item 7A in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021. During the nine months ended June 30, 2022, there were no material changes in our quantitative and qualitative disclosures about market risk.

Item 4.	Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act). Based on this evaluation, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2022 to provide reasonable assurance that information required to be disclosed by us, including our consolidated entities, in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms, including a reasonable level of assurance that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

We did not make any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the third quarter of the fiscal year ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 1.	Legal Proceedings

During the nine months ended June 30, 2022, except as noted in Note 10 to the unaudited condensed consolidated financial statements, there were no material changes in the status of the litigation and other matters that were disclosed in Note 13 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021. We continue to believe that the final outcome of such litigation and other matters or claims will not have a material adverse effect on our financial condition, results of operations or cash flows.

Item 1A.	Risk Factors

There were no material changes from the risk factors disclosed under the heading “Risk Factors” in Item 1A in the Annual Report on Form 10-K for the year ended September 30, 2021.

Item 6.	Exhibits

The following exhibits are filed as part of this Quarterly Report.

Exhibit<br>Number	Description	Page Number or<br>Incorporation by<br>Reference to
3.1	Restated Articles of Incorporation of Atmos Energy Corporation - Texas (As Amended Effective February 3, 2010)	Exhibit 3.1 to Form 10-Q dated March 31, 2010 (File No. 1-10042)
3.2	Restated Articles of Incorporation of Atmos Energy Corporation - Virginia (As Amended Effective February 3, 2010)	Exhibit 3.2 to Form 10-Q dated March 31, 2010 (File No. 1-10042)
3.3	Amended and Restated Bylaws of Atmos Energy Corporation (as of February 5, 2019)	Exhibit 3.1 to Form 8-K dated February 5, 2019 (File No. 1-10042)
15	Letter regarding unaudited interim financial information
31	Rule 13a-14(a)/15d-14(a) Certifications
32	Section 1350 Certifications*
101.INS	XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase
104	Cover Page Interactive Data File - the cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document
*	These certifications, which were made pursuant to 18 U.S.C. Section 1350 by the Company’s Chief Executive Officer and Chief Financial Officer, furnished as Exhibit 32 to this Quarterly Report on Form 10-Q, will not be deemed to be filed with the Commission or incorporated by reference into any filing by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates such certifications by reference.
---	---

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ATMOS ENERGY CORPORATION<br><br>(Registrant)
By: /s/    CHRISTOPHER T. FORSYTHE
Christopher T. Forsythe<br><br>Senior Vice President and Chief Financial Officer<br><br>(Duly authorized signatory)

Date: August 3, 2022

44

Document

Exhibit 15

Board of Directors and Shareholders of Atmos Energy Corporation

Atmos Energy Corporation

We are aware of the incorporation by reference in the Registration Statements (Form S-3, No. 33-37869; Form S-3, No. 33-58220; Form S-3D/A, No. 33-70212; Form S-3, No. 33-56915; Form S-3/A, No. 333-03339; Form S-3/A, No. 333-32475; Form S-3, No. 333-95525; Form S-3D, No. 333-113603; Form S-3D, No. 333-155666; Form S-3D, No. 333-208317; Form S-3ASR, No. 333-257504; Form S-4, No. 333-13429; Form S-8, No. 33-57687; Form S-8, No. 33-57695; Form S-8, No. 333-32343; Form S-8, No. 333-46337; Form S-8, No. 333-73143; Form S-8, No. 333-73145; Form S-8, No. 333-63738; Form S-8, No. 333-88832; Form S-8, No. 333-116367; Form S-8, No. 333-138209; Form S-8, No. 333-145817; Form S-8, No. 333-155570; Form S-8, No. 333-166639; Form S-8, No. 333-177593; Form S-8, No. 333-199301; Form S-8, No. 333-210461; and Form S-8, No. 333-217739) of Atmos Energy Corporation and in the related Prospectuses of our report dated August 3, 2022, relating to the unaudited condensed consolidated interim financial statements of Atmos Energy Corporation, which are included in its Form 10-Q for the quarter ended June 30, 2022.

/s/ ERNST & YOUNG LLP

Dallas, Texas

August 3, 2022

Document

EXHIBIT 31

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

I, John K. Akers, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Atmos Energy Corporation;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 3, 2022

/s/ JOHN K. AKERS
John K. Akers
President and
Chief Executive Officer

I, Christopher T. Forsythe, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Atmos Energy Corporation;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing equivalent functions):

(a)    All significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 3, 2022

/s/ CHRISTOPHER T. FORSYTHE
Christopher T. Forsythe
Senior Vice President and
Chief Financial Officer

Document

Exhibit 32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of Atmos Energy Corporation (the “Company”) on Form 10-Q for the third quarter of the fiscal year ended September 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John K. Akers, President and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)    The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 3, 2022

/s/ JOHN K. AKERS
John K. Akers
President and
Chief Executive Officer

A signed original of this written statement has been provided to Atmos Energy Corporation and will be retained by Atmos Energy Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of Atmos Energy Corporation (the “Company”) on Form 10-Q for the third quarter of the fiscal year ended September 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christopher T. Forsythe, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)    The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 3, 2022

/s/ CHRISTOPHER T. FORSYTHE
Christopher T. Forsythe
Senior Vice President and
Chief Financial Officer

A signed original of this written statement has been provided to Atmos Energy Corporation and will be retained by Atmos Energy Corporation and furnished to the Securities and Exchange Commission or its staff upon request.