Table of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
|
Common stock
|
No Par Value
|
ATO
|
New York Stock Exchange
|
Large accelerated filer
|
☑
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
|
|
|
|
|
Page
|
|
|
|
|
Part I
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
Mine Safety Disclosures
|
|
|
|
|
|
Part II
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
|
Part III
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
|
Part IV
|
|
Item 15.
|
||
Item 16.
|
Adjusted diluted net income per share
|
Non-GAAP measure defined as diluted net income per share before the one-time, non-cash income tax benefit
|
Adjusted net income
|
Non-GAAP measure defined as net income before the one-time, non-cash income tax benefit
|
AFUDC
|
Allowance for funds used during construction
|
AOCI
|
Accumulated Other Comprehensive Income
|
ARM
|
Annual Rate Mechanism
|
ATO
|
Trading symbol for Atmos Energy Corporation common stock on the NYSE
|
Bcf
|
Billion cubic feet
|
COSO
|
Committee of Sponsoring Organizations of the Treadway Commission
|
DARR
|
Dallas Annual Rate Review
|
ERISA
|
Employee Retirement Income Security Act of 1974
|
FASB
|
Financial Accounting Standards Board
|
FERC
|
Federal Energy Regulatory Commission
|
GAAP
|
Generally Accepted Accounting Principles
|
GRIP
|
Gas Reliability Infrastructure Program
|
GSRS
|
Gas System Reliability Surcharge
|
LIBOR
|
London Interbank Offered Rate
|
LTIP
|
1998 Long-Term Incentive Plan
|
Mcf
|
Thousand cubic feet
|
MDWQ
|
Maximum daily withdrawal quantity
|
Mid-Tex ATM Cities
|
Represents a coalition of 47 incorporated cities or approximately 10 percent of the Mid-Tex Division's customers.
|
Mid-Tex Cities
|
Represents all incorporated cities other than Dallas and Mid-Tex ATM Cities, or approximately 72 percent of the Mid-Tex Division’s customers.
|
MMcf
|
Million cubic feet
|
Moody’s
|
Moody’s Investor Service, Inc.
|
NGA
|
Natural Gas Act of 1938
|
NTSB
|
National Transportation Safety Board
|
NYSE
|
New York Stock Exchange
|
PHMSA
|
Pipeline and Hazardous Materials Safety Administration
|
PPA
|
Pension Protection Act of 2006
|
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
|
SGR
|
Supplemental Growth Rider
|
SIR
|
System Integrity Rider
|
SRF
|
Stable Rate Filing
|
SSIR
|
System Safety and Integrity Rider
|
TCJA
|
Tax Cuts and Jobs Act of 2017
|
WNA
|
Weather Normalization Adjustment
|
ITEM 1.
|
Business.
|
•
|
operating our business exceptionally well
|
•
|
investing in our people and infrastructure
|
•
|
enhancing our culture.
|
•
|
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.
|
Division
|
|
Service Areas
|
|
Communities Served
|
|
Customer Meters
|
Mid-Tex
|
|
Texas, including the Dallas/Fort Worth Metroplex
|
|
550
|
|
1,751,898
|
Kentucky/Mid-States
|
|
Kentucky
|
|
230
|
|
182,639
|
|
|
Tennessee
|
|
|
|
156,820
|
|
|
Virginia
|
|
|
|
24,493
|
Louisiana
|
|
Louisiana
|
|
270
|
|
368,332
|
West Texas
|
|
Amarillo, Lubbock, Midland
|
|
80
|
|
320,085
|
Mississippi
|
|
Mississippi
|
|
110
|
|
267,482
|
Colorado-Kansas
|
|
Colorado
|
|
170
|
|
123,423
|
|
|
Kansas
|
|
|
|
138,009
|
•
|
Formula rate mechanisms in place in four states that provide for an annual rate review and adjustment to rates.
|
•
|
Infrastructure programs in place in all of our states that provide for an annual adjustment to rates for qualifying capital expenditures. Through our annual formula rate mechanisms and infrastructure programs, we have the ability to recover approximately 90 percent of our capital expenditures within six months and substantially all of our capital expenditures within twelve months.
|
•
|
Authorization in tariffs, statute or commission rules that allows us to defer certain elements of our cost of service such as depreciation, ad valorem taxes and pension costs, until they are included in rates.
|
•
|
WNA mechanisms in seven states that serve to minimize the effects of weather on approximately 97 percent of our distribution residential and commercial revenues.
|
•
|
The ability to recover the gas cost portion of bad debts in five states.
|
Division
|
|
Jurisdiction
|
|
Effective
Date of Last
Rate/GRIP Action
|
|
Rate Base
(thousands)(1)
|
|
Authorized
Rate of
Return(1)
|
|
Authorized Debt/
Equity Ratio(1)
|
Authorized
Return
on Equity(1)
|
Atmos Pipeline — Texas
|
|
Texas
|
|
05/20/2020
|
|
$2,698,343
|
|
8.87%
|
|
47/53
|
11.50%
|
Colorado-Kansas
|
|
Colorado
|
|
05/03/2018
|
|
134,726
|
|
7.55%
|
|
44/56
|
9.45%
|
|
|
Colorado SSIR
|
|
01/01/2020
|
|
56,507
|
|
7.55%
|
|
44/56
|
9.45%
|
|
|
Kansas
|
|
04/01/2020
|
|
242,314
|
|
7.03%
|
|
44/56
|
9.10%
|
|
|
Kansas GSRS
|
|
05/01/2019
|
|
26,322
|
|
(4)
|
|
(4)
|
(4)
|
Kentucky/Mid-States
|
|
Kentucky
|
|
05/08/2019
|
|
424,929
|
|
7.49%
|
|
42/58
|
9.65%
|
|
|
Kentucky-PRP
|
|
10/01/2019
|
|
27,315
|
|
7.49%
|
|
42/58
|
9.65%
|
|
|
Tennessee
|
|
06/01/2019
|
|
389,061
|
|
7.79%
|
|
42/58
|
9.80%
|
|
|
Virginia
|
|
04/01/2019
|
|
47,827
|
|
7.43%
|
|
42/58
|
9.20%
|
|
|
Virginia-SAVE
|
|
10/01/2019
|
|
684
|
|
7.43%
|
|
42/58
|
9.20%
|
Louisiana
|
|
Louisiana
|
|
07/01/2020
|
|
747,021
|
|
7.57%
|
|
42/58
|
9.80%
|
Mid-Tex
|
|
Mid-Tex Cities(6)
|
|
10/01/2019
|
|
3,052,562(5)
|
|
7.83%
|
|
42/58
|
9.80%
|
|
|
Mid-Tex - ATM Cities
|
|
06/01/2020
|
|
3,654,981(5)
|
|
7.97%
|
|
40/60
|
9.80%
|
|
|
Mid-Tex - Environs
|
|
05/20/2020
|
|
3,654,985(5)
|
|
7.97%
|
|
40/60
|
9.80%
|
|
|
Dallas
|
|
09/01/2020
|
|
3,510,508(5)
|
|
7.83%
|
|
40/60
|
9.80%
|
Mississippi
|
|
Mississippi(7)
|
|
11/01/2019
|
|
448,533
|
|
7.81%
|
|
(4)
|
(4)
|
|
|
Mississippi - SIR(7)
|
|
11/01/2019
|
|
185,844
|
|
7.81%
|
|
(4)
|
(4)
|
West Texas
|
|
West Texas Cities(8) (10)
|
|
10/01/2019
|
|
591,513(9)
|
|
7.83%
|
|
42/58
|
9.80%
|
|
|
West Texas - ALDC
|
|
04/28/2020
|
|
671,738(9)
|
|
8.57%
|
|
48/52
|
10.50%
|
|
|
West Texas - Environs
|
|
06/16/2020
|
|
667,994(9)
|
|
7.97%
|
|
40/60
|
9.80%
|
Division
|
|
Jurisdiction
|
|
Bad Debt
Rider(2)
|
|
Formula Rate
|
|
Infrastructure Mechanism
|
Performance Based
Rate Program(3)
|
|
WNA Period
|
Atmos Pipeline — Texas
|
|
Texas
|
|
No
|
|
Yes
|
|
Yes
|
N/A
|
|
N/A
|
Colorado-Kansas
|
|
Colorado
|
|
No
|
|
No
|
|
Yes
|
No
|
|
N/A
|
|
|
Kansas
|
|
Yes
|
|
No
|
|
Yes
|
Yes
|
|
October-May
|
Kentucky/Mid-States
|
|
Kentucky
|
|
Yes
|
|
No
|
|
Yes
|
Yes
|
|
November-April
|
|
|
Tennessee
|
|
Yes
|
|
Yes
|
|
Yes
|
Yes
|
|
October-April
|
|
|
Virginia
|
|
Yes
|
|
No
|
|
Yes
|
No
|
|
January-December
|
Louisiana
|
|
Louisiana
|
|
No
|
|
Yes
|
|
Yes
|
No
|
|
December-March
|
Mid-Tex Cities
|
|
Texas
|
|
Yes
|
|
Yes
|
|
Yes
|
No
|
|
November-April
|
Mid-Tex — Dallas
|
|
Texas
|
|
Yes
|
|
Yes
|
|
Yes
|
No
|
|
November-April
|
Mississippi
|
|
Mississippi
|
|
No
|
|
Yes
|
|
Yes
|
No
|
|
November-April
|
West Texas
|
|
Texas
|
|
Yes
|
|
Yes
|
|
Yes
|
No
|
|
October-May
|
(1)
|
The rate base, authorized rate of return, authorized debt/equity ratio and authorized return on equity presented in this table are those from the most recent regulatory filing for each jurisdiction. These rate bases, rates of return, debt/equity ratios and returns on equity are not necessarily indicative of current or future rate bases, rates of return or returns on equity.
|
(2)
|
The bad debt rider allows us to recover from ratepayers the gas cost portion of bad debts.
|
(3)
|
The performance-based rate program provides incentives to distribution companies to minimize purchased gas costs by allowing the companies and their customers to share the purchased gas costs savings.
|
(4)
|
A rate base, rate of return, return on equity or debt/equity ratio was not included in the respective state commission’s final decision.
|
(5)
|
The Mid-Tex rate base represents a “system-wide,” or 100 percent, of the Mid-Tex Division’s rate base.
|
(6)
|
The Mid-Tex Cities approved the Formula Rate Mechanism filing with rates effective December 1, 2020, which included a rate base of $3,726.3 million, an authorized return of 7.53%, a debt/equity ratio of 42/58 and an authorized ROE of 9.80%.
|
(7)
|
The Mississippi Public Service Commission approved a settlement at its meeting on October 6, 2020, which included a rate base of $721.6 million and an authorized return of 7.81%. New rates were implemented November 1, 2020.
|
(8)
|
The West Texas Cities includes all West Texas Division cities except Amarillo, Channing, Dalhart and Lubbock (ALDC).
|
(9)
|
The West Texas rate base represents a "system-wide," or 100 percent, of the West Texas Division's rate base.
|
(10)
|
The West Texas Cities approved the Formula Rate Mechanism filing with rates effective December 1, 2020, which included a rate base of $660.9 million, an authorized return of 7.53%, a debt/equity ratio of 42/58 and an authorized ROE of 9.80%.
|
|
|
Annual Increase (Decrease) to Operating
Income For the Fiscal Year Ended September 30
|
||||||||||
Rate Action
|
|
2020
|
|
2019
|
|
2018
|
||||||
|
|
(In thousands)
|
||||||||||
Annual formula rate mechanisms
|
|
$
|
160,857
|
|
|
$
|
114,810
|
|
|
$
|
92,472
|
|
Rate case filings
|
|
(1,057
|
)
|
|
1,656
|
|
|
(12,853
|
)
|
|||
Other ratemaking activity
|
|
353
|
|
|
214
|
|
|
457
|
|
|||
|
|
$
|
160,153
|
|
|
$
|
116,680
|
|
|
$
|
80,076
|
|
Division
|
|
Rate Action
|
|
Jurisdiction
|
|
Operating Income
Requested
|
||
|
|
|
|
|
|
(In thousands)
|
||
Kentucky/Mid-States
|
|
Infrastructure Mechanism
|
|
Virginia (1)
|
|
$
|
410
|
|
Kentucky/Mid-States
|
|
Infrastructure Mechanism
|
|
Kentucky (2)
|
|
3,049
|
|
|
Mid-Tex
|
|
Formula Rate Mechanism
|
|
Mid-Tex Cities (3)
|
|
94,060
|
|
|
Mississippi
|
|
Infrastructure Mechanism
|
|
Mississippi (4)
|
|
10,526
|
|
|
Mississippi
|
|
Formula Rate Mechanism
|
|
Mississippi (4)
|
|
8,379
|
|
|
West Texas
|
|
Formula Rate Mechanism
|
|
West Texas Cities (5)
|
|
7,057
|
|
|
West Texas
|
|
Rate Case
|
|
Amarillo, Lubbock, Dalhart and Channing
|
|
8,406
|
|
|
|
|
|
|
|
|
$
|
131,887
|
|
(1)
|
On August 21, 2020, the State Corporation Commission of Virginia approved a rate increase of $0.3 million effective October 1, 2020.
|
(2)
|
On September 30, 2020, the Kentucky Public Service Commission approved a rate increase of $1.6 million effective October 1, 2020.
|
(3)
|
The Mid-Tex Cities approved a rate increase of $82.6 million with new rates to be implemented on December 1, 2020.
|
(5)
|
The West Texas Cities approved a rate increase of $5.6 million with new rates to be implemented on December 1, 2020.
|
|
|
Annual Formula Rate Mechanisms
|
||
State
|
|
Infrastructure Programs
|
|
Formula Rate Mechanisms
|
|
|
|
|
|
Colorado
|
|
System Safety and Integrity Rider (SSIR)
|
|
—
|
Kansas
|
|
Gas System Reliability Surcharge (GSRS)
|
|
—
|
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.
|
Division
|
|
Jurisdiction
|
|
Test Year Ended
|
|
Increase
(Decrease) in
Annual
Operating
Income
|
|
Effective
Date
|
||
|
|
|
|
|
|
(In thousands)
|
|
|
||
2020 Filings:
|
|
|
|
|
|
|
|
|
||
Mid-Tex
|
|
DARR
|
|
09/2019
|
|
$
|
14,746
|
|
|
09/01/2020
|
Louisiana
|
|
Louisiana (1)
|
|
12/2019
|
|
14,781
|
|
|
07/01/2020
|
|
West Texas
|
|
Environs (2)
|
|
12/2019
|
|
1,031
|
|
|
06/16/2020
|
|
Kentucky/Mid-States
|
|
Tennessee ARM
|
|
05/2019
|
|
714
|
|
|
06/15/2020
|
|
Mid-Tex
|
|
ATM Cities (2)
|
|
12/2019
|
|
11,148
|
|
|
06/12/2020
|
|
Mid-Tex
|
|
Environs (2)
|
|
12/2019
|
|
4,440
|
|
|
05/20/2020
|
|
Atmos Pipeline - Texas
|
|
Texas
|
|
12/2019
|
|
49,251
|
|
|
05/20/2020
|
|
West Texas
|
|
Amarillo, Lubbock, Dalhart and Channing (2)
|
|
12/2019
|
|
5,937
|
|
|
04/28/2020
|
|
Colorado-Kansas
|
|
Colorado SSIR
|
|
12/2020
|
|
2,082
|
|
|
01/01/2020
|
|
Mississippi
|
|
Mississippi - SIR
|
|
10/2020
|
|
7,586
|
|
|
11/01/2019
|
|
Mississippi
|
|
Mississippi - SRF
|
|
10/2020
|
|
6,886
|
|
|
11/01/2019
|
|
Kentucky/Mid-States
|
|
Virginia - SAVE
|
|
09/2020
|
|
84
|
|
|
10/01/2019
|
|
Kentucky/Mid-States
|
|
Kentucky PRP
|
|
09/2020
|
|
2,912
|
|
|
10/01/2019
|
|
Mid-Tex
|
|
Mid-Tex RRM Cities
|
|
12/2018
|
|
34,380
|
|
|
10/01/2019
|
|
West Texas
|
|
West Texas Cities RRM
|
|
12/2018
|
|
4,879
|
|
|
10/01/2019
|
|
Total 2020 Filings
|
|
|
|
|
|
$
|
160,857
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2019 Filings:
|
|
|
|
|
|
|
|
|
||
Mid-Tex
|
|
ATM Cities
|
|
12/2018
|
|
$
|
6,591
|
|
|
09/26/2019
|
Louisiana
|
|
LGS
|
|
12/2018
|
|
7,124
|
|
|
07/01/2019
|
Mid-Tex
|
|
Environs
|
|
12/2018
|
|
2,435
|
|
|
06/04/2019
|
|
West Texas
|
|
Environs
|
|
12/2018
|
|
1,005
|
|
|
06/04/2019
|
|
Mid-Tex
|
|
DARR
|
|
09/2018
|
|
9,452
|
|
|
06/01/2019
|
|
Kentucky/Mid-States
|
|
Tennessee ARM
|
|
05/2020
|
|
2,393
|
|
|
06/01/2019
|
|
Atmos Pipeline - Texas
|
|
Texas
|
|
12/2018
|
|
49,225
|
|
|
05/07/2019
|
|
West Texas
|
|
Amarillo, Lubbock, Dalhart and Channing
|
|
12/2018
|
|
5,692
|
|
|
05/01/2019
|
|
Colorado-Kansas
|
|
Kansas GSRS
|
|
12/2018
|
|
1,562
|
|
|
05/01/2019
|
|
Louisiana
|
|
Trans La
|
|
09/2018
|
|
4,719
|
|
|
04/01/2019
|
|
Colorado-Kansas
|
|
Colorado GIS
|
|
12/2019
|
|
87
|
|
|
04/01/2019
|
|
Colorado-Kansas
|
|
Colorado SSIR
|
|
12/2019
|
|
2,147
|
|
|
01/01/2019
|
|
Mississippi
|
|
Mississippi - SIR
|
|
10/2019
|
|
7,135
|
|
|
11/01/2018
|
|
Mississippi
|
|
Mississippi - SRF
|
|
10/2019
|
|
(118
|
)
|
|
11/01/2018
|
|
Kentucky/Mid-States
|
|
Tennessee ARM
|
|
05/2019
|
|
(5,032
|
)
|
|
10/15/2018
|
|
Mid-Tex
|
|
Mid-Tex RRM Cities
|
|
12/2017
|
|
17,633
|
|
|
10/01/2018
|
|
West Texas
|
|
West Texas Cities RRM
|
|
12/2017
|
|
2,760
|
|
|
10/01/2018
|
|
Total 2019 Filings
|
|
|
|
|
|
$
|
114,810
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2018 Filings:
|
|
|
|
|
|
|
|
|
||
Louisiana
|
|
LGS
|
|
12/2017
|
|
$
|
(1,521
|
)
|
|
07/01/2018
|
West Texas
|
|
Amarillo, Lubbock, Dalhart and Channing
|
|
12/2017
|
|
4,418
|
|
|
06/08/2018
|
|
Mid-Tex
|
|
Environs
|
|
12/2017
|
|
1,604
|
|
|
06/05/2018
|
|
West Texas
|
|
Environs
|
|
12/2017
|
|
826
|
|
|
06/05/2018
|
|
Atmos Pipeline - Texas
|
|
Texas
|
|
12/2017
|
|
42,173
|
|
|
05/22/2018
|
|
Louisiana
|
|
Trans La
|
|
09/2017
|
|
(1,913
|
)
|
|
05/01/2018
|
|
Colorado-Kansas
|
|
Kansas GSRS
|
|
09/2018
|
|
820
|
|
|
02/27/2018
|
|
Mississippi
|
|
Mississippi - SIR
|
|
10/2018
|
|
7,658
|
|
|
01/01/2018
|
|
Mississippi
|
|
Mississippi - SGR (3)
|
|
10/2018
|
|
1,245
|
|
|
01/01/2018
|
|
Mississippi
|
|
Mississippi - SRF (3)
|
|
10/2018
|
|
—
|
|
|
01/01/2018
|
|
Colorado-Kansas
|
|
Colorado SSIR
|
|
12/2018
|
|
2,228
|
|
|
12/20/2017
|
|
Atmos Pipeline - Texas
|
|
Texas
|
|
12/2016
|
|
28,988
|
|
|
12/05/2017
|
|
Kentucky/Mid-States
|
|
Kentucky - PRP
|
|
09/2018
|
|
5,638
|
|
|
10/27/2017
|
|
Kentucky/Mid-States
|
|
Virginia - SAVE
|
|
09/2017
|
|
308
|
|
|
10/01/2017
|
|
Total 2018 Filings
|
|
|
|
|
|
$
|
92,472
|
|
|
|
(1)
|
Beginning in fiscal 2020, our Trans La and LGS filings were combined into one filing, per Commission order. These rates were implemented on July 1, 2020 subject to refund.
|
(2)
|
The rate increases for our Texas GRIP filings were approved based on the effective date herein; however, the new rates were implemented beginning September 1, 2020.
|
(3)
|
Beginning in fiscal 2019, our SGR rate base was combined with our SRF rate base, per Commission order.
|
Division
|
|
State
|
|
Increase (Decrease) in Annual
Operating Income
|
|
Effective Date
|
||
|
|
|
|
(In thousands)
|
|
|
||
2020 Rate Case Filings:
|
|
|
|
|
|
|
||
West Texas (Triangle)
|
|
Texas
|
|
$
|
(808
|
)
|
|
04/21/2020
|
Colorado-Kansas
|
|
Kansas
|
|
(249
|
)
|
|
04/01/2020
|
|
Total 2020 Rate Case Filings
|
|
|
|
$
|
(1,057
|
)
|
|
|
2019 Rate Case Filings:
|
|
|
|
|
|
|
||
Mid-Tex (ATM Cities)
|
|
Texas
|
|
$
|
2,113
|
|
|
06/01/2019
|
Kentucky/Mid-States
|
|
Kentucky
|
|
3,441
|
|
|
05/08/2019
|
|
Kentucky/Mid-States
|
|
Virginia
|
|
(400
|
)
|
|
04/01/2019
|
|
Mid-Tex (Environs)
|
|
Texas
|
|
(2,674
|
)
|
|
01/01/2019
|
|
West Texas (Environs)
|
|
Texas
|
|
(824
|
)
|
|
01/01/2019
|
|
Total 2019 Rate Case Filings
|
|
|
|
$
|
1,656
|
|
|
|
2018 Rate Case Filings:
|
|
|
|
|
|
|
||
Colorado-Kansas
|
|
Colorado
|
|
$
|
(241
|
)
|
|
05/03/2018
|
Kentucky/Mid-States
|
|
Kentucky
|
|
(7,504
|
)
|
|
05/03/2018
|
|
Mid-Tex - City of Dallas
|
|
Texas
|
|
(5,108
|
)
|
|
02/14/2018
|
|
Total 2018 Rate Case Filings
|
|
|
|
$
|
(12,853
|
)
|
|
|
Division
|
|
Jurisdiction
|
|
Rate Activity
|
|
Increase in Annual
Operating Income
|
|
Effective
Date
|
||
|
|
|
|
|
|
(In thousands)
|
|
|
||
2020 Other Rate Activity:
|
|
|
|
|
|
|
|
|
||
Colorado-Kansas
|
|
Kansas
|
|
Ad Valorem (1)
|
|
$
|
353
|
|
|
02/01/2020
|
Total 2020 Other Rate Activity
|
|
|
|
|
|
$
|
353
|
|
|
|
2019 Other Rate Activity:
|
|
|
|
|
|
|
|
|
||
Colorado-Kansas
|
|
Kansas
|
|
Ad Valorem(1)
|
|
$
|
214
|
|
|
02/01/2019
|
Total 2019 Other Rate Activity
|
|
|
|
|
|
$
|
214
|
|
|
|
2018 Other Rate Activity:
|
|
|
|
|
|
|
|
|
||
Colorado-Kansas
|
|
Kansas
|
|
Ad-Valorem(1)
|
|
$
|
457
|
|
|
02/01/2018
|
Total 2018 Other Rate Activity
|
|
|
|
|
|
$
|
457
|
|
|
|
(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 rates.
|
ITEM 1A.
|
Risk Factors.
|
•
|
impact customer demand for natural gas, particularly from commercial and industrial customers;
|
•
|
reduce the availability and productivity of our employees and contractors;
|
•
|
cause us to experience an increase in costs as a result of our emergency measures, delayed payments from our customers and uncollectable accounts;
|
•
|
cause the Company’s contractors, suppliers and other business partners to be unable to fulfill their contractual obligations;
|
•
|
result in our inability to meet the requirements of the covenants in our existing credit facilities, including covenants regarding the ratio of indebtedness to total capitalization;
|
•
|
cause a deterioration in our financial metrics or the business environment that impacts our credit ratings;
|
•
|
impact our liquidity position and cost of and ability to access funds from financial institutions and capital markets; and
|
•
|
cause other unpredictable events.
|
ITEM 1B.
|
Unresolved Staff Comments.
|
ITEM 2.
|
Properties.
|
State
|
|
Usable Capacity
(Mcf)
|
|
Cushion
Gas
(Mcf)(1)
|
|
Total
Capacity
(Mcf)
|
|
Maximum
Daily Delivery
Capability
(Mcf)
|
||||
Distribution Segment
|
|
|
|
|
|
|
|
|
||||
Kentucky
|
|
7,956,991
|
|
|
9,562,283
|
|
|
17,519,274
|
|
|
158,100
|
|
Kansas
|
|
3,239,000
|
|
|
2,300,000
|
|
|
5,539,000
|
|
|
45,000
|
|
Mississippi
|
|
1,907,571
|
|
|
2,442,917
|
|
|
4,350,488
|
|
|
31,000
|
|
Total
|
|
13,103,562
|
|
|
14,305,200
|
|
|
27,408,762
|
|
|
234,100
|
|
Pipeline and Storage Segment
|
|
|
|
|
|
|
|
|
|
|||
Texas
|
|
46,083,549
|
|
|
15,878,025
|
|
|
61,961,574
|
|
|
1,710,000
|
|
Louisiana
|
|
411,040
|
|
|
256,900
|
|
|
667,940
|
|
|
56,000
|
|
Total
|
|
46,494,589
|
|
|
16,134,925
|
|
|
62,629,514
|
|
|
1,766,000
|
|
Total
|
|
59,598,151
|
|
|
30,440,125
|
|
|
90,038,276
|
|
|
2,000,100
|
|
(1)
|
Cushion gas represents the volume of gas that must be retained in a facility to maintain reservoir pressure.
|
Segment
|
|
Division/Company
|
|
Maximum
Storage
Quantity
(MMBtu)
|
|
Maximum
Daily
Withdrawal
Quantity
(MDWQ)(1)
|
||
Distribution Segment
|
|
|
|
|
|
|
||
|
|
Colorado-Kansas Division
|
|
6,343,728
|
|
|
147,965
|
|
|
|
Kentucky/Mid-States Division
|
|
8,175,103
|
|
|
226,320
|
|
|
|
Louisiana Division
|
|
2,594,875
|
|
|
177,765
|
|
|
|
Mid-Tex Division
|
|
4,000,000
|
|
|
150,000
|
|
|
|
Mississippi Division
|
|
5,099,536
|
|
|
164,764
|
|
|
|
West Texas Division
|
|
5,500,000
|
|
|
176,000
|
|
Total
|
|
31,713,242
|
|
|
1,042,814
|
|
||
Pipeline and Storage Segment
|
|
|
|
|
||||
|
|
Trans Louisiana Gas Pipeline, Inc.
|
|
1,000,000
|
|
|
47,500
|
|
|
|
|
|
|
||||
Total Contracted Storage Capacity
|
|
32,713,242
|
|
|
1,090,314
|
|
(1)
|
Maximum daily withdrawal quantity (MDWQ) amounts will fluctuate depending upon the season and the month. Unless otherwise noted, MDWQ amounts represent the MDWQ amounts as of November 1, which is the beginning of the winter heating season.
|
ITEM 3.
|
Legal Proceedings.
|
ITEM 4.
|
Mine Safety Disclosures.
|
ITEM 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
|
|
Fiscal 2020
|
|
Fiscal 2019
|
||||
Quarter ended:
|
|
|
|
|
||||
December 31
|
|
$
|
0.575
|
|
|
$
|
0.525
|
|
March 31
|
|
0.575
|
|
|
0.525
|
|
||
June 30
|
|
0.575
|
|
|
0.525
|
|
||
September 30
|
|
0.575
|
|
|
0.525
|
|
||
|
|
$
|
2.30
|
|
|
$
|
2.10
|
|
|
Cumulative Total Return
|
||||||||||||||||
|
9/30/2015
|
|
9/30/2016
|
|
9/30/2017
|
|
9/30/2018
|
|
9/30/2019
|
|
9/30/2020
|
||||||
Atmos Energy Corporation
|
100.00
|
|
|
131.10
|
|
|
151.00
|
|
|
172.94
|
|
|
214.09
|
|
|
183.63
|
|
S&P 500 Stock Index
|
100.00
|
|
|
115.43
|
|
|
136.91
|
|
|
161.43
|
|
|
168.30
|
|
|
193.80
|
|
S&P 500 Utilities Stock Index
|
100.00
|
|
|
117.37
|
|
|
131.49
|
|
|
135.34
|
|
|
172.02
|
|
|
163.47
|
|
Old Comparison Company Index(1)
|
100.00
|
|
|
123.44
|
|
|
143.69
|
|
|
152.10
|
|
|
198.43
|
|
|
188.11
|
|
(1)
|
The Old Comparison Company Index reflects the cumulative total return of the group of utility companies described in Part II, Item 5 of our Annual Report on Form 10-K for fiscal 2019, except that Vectren Corporation has since been acquired, and as a result, its cumulative total return is not included in the graph.
|
|
Number of
securities to be issued
upon exercise of
outstanding options, warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
|
||||
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation plans approved by security holders:
|
|
|
|
|
|
||||
1998 Long-Term Incentive Plan
|
952,586
|
|
(1)
|
$
|
—
|
|
|
1,288,782
|
|
Total equity compensation plans approved by security holders
|
952,586
|
|
|
—
|
|
|
1,288,782
|
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
952,586
|
|
|
$
|
—
|
|
|
1,288,782
|
|
(1)
|
Comprised of a total of 355,481 time-lapse restricted stock units, 361,039 director share units and 236,066 performance-based restricted stock units at the target level of performance granted under our 1998 Long-Term Incentive Plan.
|
ITEM 6.
|
Selected Financial Data.
|
|
Fiscal Year Ended September 30
|
||||||||||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Results of Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
2,821,137
|
|
|
$
|
2,901,848
|
|
|
$
|
3,115,546
|
|
|
$
|
2,759,735
|
|
|
$
|
2,454,648
|
|
Operating income(1)
|
$
|
824,099
|
|
|
$
|
746,058
|
|
|
$
|
727,934
|
|
|
$
|
735,628
|
|
|
$
|
665,368
|
|
Income from continuing operations
|
$
|
601,443
|
|
|
$
|
511,406
|
|
|
$
|
603,064
|
|
|
$
|
382,711
|
|
|
$
|
345,542
|
|
Net income
|
$
|
601,443
|
|
|
$
|
511,406
|
|
|
$
|
603,064
|
|
|
$
|
396,421
|
|
|
$
|
350,104
|
|
Diluted income per share from continuing operations
|
$
|
4.89
|
|
|
$
|
4.35
|
|
|
$
|
5.43
|
|
|
$
|
3.60
|
|
|
$
|
3.33
|
|
Diluted net income per share
|
$
|
4.89
|
|
|
$
|
4.35
|
|
|
$
|
5.43
|
|
|
$
|
3.73
|
|
|
$
|
3.38
|
|
Cash dividends declared per share
|
$
|
2.30
|
|
|
$
|
2.10
|
|
|
$
|
1.94
|
|
|
$
|
1.80
|
|
|
$
|
1.68
|
|
Financial Condition
|
|
|
|
|
|
|
|
|
|
||||||||||
Net property, plant and equipment(2)
|
$
|
13,355,347
|
|
|
$
|
11,787,669
|
|
|
$
|
10,371,147
|
|
|
$
|
9,259,182
|
|
|
$
|
8,268,606
|
|
Total assets
|
$
|
15,359,032
|
|
|
$
|
13,367,619
|
|
|
$
|
11,874,437
|
|
|
$
|
10,749,596
|
|
|
$
|
10,010,889
|
|
Capitalization:
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholders’ equity
|
$
|
6,791,203
|
|
|
$
|
5,750,223
|
|
|
$
|
4,769,951
|
|
|
$
|
3,898,666
|
|
|
$
|
3,463,059
|
|
Long-term debt (excluding current maturities)
|
4,531,779
|
|
|
3,529,452
|
|
|
2,493,665
|
|
|
3,067,045
|
|
|
2,188,779
|
|
|||||
Total capitalization
|
$
|
11,322,982
|
|
|
$
|
9,279,675
|
|
|
$
|
7,263,616
|
|
|
$
|
6,965,711
|
|
|
$
|
5,651,838
|
|
(1)
|
In accordance with our adoption of new accounting standards, changes in comprehensive income statement presentation were implemented on a retrospective basis and impacted previously issued financial statements for the fiscal years ended 2016 through 2018.
|
(2)
|
Amounts shown are net of assets held for sale related to the divestiture of our natural gas marketing business for fiscal year 2016.
|
ITEM 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
For the Fiscal Year Ended September 30
|
||||||||||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2020 vs. 2019
|
|
2019 vs. 2018
|
||||||||||
|
(In thousands, except per share data)
|
|
|
||||||||||||||||
Net income
|
$
|
601,443
|
|
|
$
|
511,406
|
|
|
$
|
603,064
|
|
|
$
|
90,037
|
|
|
$
|
(91,658
|
)
|
Non-cash income tax benefits
|
(20,962
|
)
|
|
—
|
|
|
(158,782
|
)
|
|
(20,962
|
)
|
|
158,782
|
|
|||||
Adjusted net income
|
$
|
580,481
|
|
|
$
|
511,406
|
|
|
$
|
444,282
|
|
|
$
|
69,075
|
|
|
$
|
67,124
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted net income per share
|
$
|
4.89
|
|
|
$
|
4.35
|
|
|
$
|
5.43
|
|
|
$
|
0.54
|
|
|
$
|
(1.08
|
)
|
Diluted EPS from non-cash income tax benefits
|
(0.17
|
)
|
|
—
|
|
|
(1.43
|
)
|
|
(0.17
|
)
|
|
1.43
|
|
|||||
Adjusted diluted net income per share
|
$
|
4.72
|
|
|
$
|
4.35
|
|
|
$
|
4.00
|
|
|
$
|
0.37
|
|
|
$
|
0.35
|
|
|
For the Fiscal Year Ended September 30
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
|
(In thousands)
|
||||||||||
Distribution segment
|
$
|
395,664
|
|
|
$
|
328,814
|
|
|
$
|
442,966
|
|
Pipeline and storage segment
|
205,779
|
|
|
182,592
|
|
|
160,098
|
|
|||
Net income
|
$
|
601,443
|
|
|
$
|
511,406
|
|
|
$
|
603,064
|
|
|
For the Fiscal Year Ended September 30
|
||||||||||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2020 vs. 2019
|
|
2019 vs. 2018
|
||||||||||
|
(In thousands, unless otherwise noted)
|
||||||||||||||||||
Operating revenues
|
$
|
2,626,993
|
|
|
$
|
2,745,461
|
|
|
$
|
3,003,047
|
|
|
$
|
(118,468
|
)
|
|
$
|
(257,586
|
)
|
Purchased gas cost
|
1,071,227
|
|
|
1,268,591
|
|
|
1,559,836
|
|
|
(197,364
|
)
|
|
(291,245
|
)
|
|||||
Operating expenses(1)
|
1,027,523
|
|
|
1,006,098
|
|
|
957,544
|
|
|
21,425
|
|
|
48,554
|
|
|||||
Operating income
|
528,243
|
|
|
470,772
|
|
|
485,667
|
|
|
57,471
|
|
|
(14,895
|
)
|
|||||
Other non-operating income (expense)(1)
|
(1,265
|
)
|
|
6,241
|
|
|
(6,649
|
)
|
|
(7,506
|
)
|
|
12,890
|
|
|||||
Interest charges
|
39,634
|
|
|
60,031
|
|
|
65,850
|
|
|
(20,397
|
)
|
|
(5,819
|
)
|
|||||
Income before income taxes
|
487,344
|
|
|
416,982
|
|
|
413,168
|
|
|
70,362
|
|
|
3,814
|
|
|||||
Income tax expense
|
105,147
|
|
|
88,168
|
|
|
107,880
|
|
|
16,979
|
|
|
(19,712
|
)
|
|||||
Non-cash income tax benefits(2)
|
(13,467
|
)
|
|
—
|
|
|
(137,678
|
)
|
|
(13,467
|
)
|
|
137,678
|
|
|||||
Net income
|
$
|
395,664
|
|
|
$
|
328,814
|
|
|
$
|
442,966
|
|
|
$
|
66,850
|
|
|
$
|
(114,152
|
)
|
Consolidated distribution sales volumes — MMcf
|
291,650
|
|
|
315,476
|
|
|
300,817
|
|
|
(23,826
|
)
|
|
14,659
|
|
|||||
Consolidated distribution transportation volumes — MMcf
|
147,387
|
|
|
155,078
|
|
|
150,566
|
|
|
(7,691
|
)
|
|
4,512
|
|
|||||
Total consolidated distribution throughput — MMcf
|
439,037
|
|
|
470,554
|
|
|
451,383
|
|
|
(31,517
|
)
|
|
19,171
|
|
|||||
Consolidated distribution average cost of gas per Mcf sold
|
$
|
3.67
|
|
|
$
|
4.02
|
|
|
$
|
5.19
|
|
|
$
|
(0.35
|
)
|
|
$
|
(1.17
|
)
|
(1)
|
In accordance with our adoption of new accounting standards, changes in comprehensive income statement presentation were implemented on a retrospective basis and impacted previously issued financial statements for fiscal 2018.
|
(2)
|
See Note 13 to the consolidated financial statements for further information.
|
•
|
an $86.8 million net increase in rate adjustments, primarily in our Mid-Tex, Mississippi, Louisiana and West Texas Divisions.
|
•
|
a $13.7 million increase from customer growth primarily in our Mid-Tex Division.
|
•
|
a $11.7 million decrease in operating expense in response to COVID-19:
|
◦
|
$8.1 million associated with travel and entertainment and training.
|
◦
|
$3.6 million associated with lower overtime/standby costs and benefit costs.
|
•
|
a $18.4 million decrease attributable to COVID-19:
|
◦
|
$5.9 million decrease in net consumption and transportation during the third and fourth fiscal quarter, primarily due to a 13 percent decrease in commercial volumes.
|
◦
|
$6.3 million decrease in service order revenues primarily during the third and fourth quarter due to the cessation of collection activities during the third and fourth quarters.
|
◦
|
$6.2 million increase in bad debt expense primarily due to the cessation of collection activities during the third and fourth quarters.
|
•
|
a $30.6 million increase in depreciation expense and property taxes associated with increased capital investments.
|
•
|
a $4.5 million increase in information technology spending to support the modernization of our systems.
|
|
For the Fiscal Year Ended September 30
|
||||||||||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2020 vs. 2019
|
|
2019 vs. 2018
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Mid-Tex
|
$
|
236,066
|
|
|
$
|
202,050
|
|
|
$
|
202,444
|
|
|
$
|
34,016
|
|
|
$
|
(394
|
)
|
Kentucky/Mid-States
|
76,745
|
|
|
73,965
|
|
|
81,105
|
|
|
2,780
|
|
|
(7,140
|
)
|
|||||
Louisiana
|
71,892
|
|
|
70,440
|
|
|
70,609
|
|
|
1,452
|
|
|
(169
|
)
|
|||||
West Texas
|
52,493
|
|
|
44,902
|
|
|
45,494
|
|
|
7,591
|
|
|
(592
|
)
|
|||||
Mississippi
|
55,938
|
|
|
46,229
|
|
|
47,237
|
|
|
9,709
|
|
|
(1,008
|
)
|
|||||
Colorado-Kansas
|
34,039
|
|
|
34,362
|
|
|
32,333
|
|
|
(323
|
)
|
|
2,029
|
|
|||||
Other
|
1,070
|
|
|
(1,176
|
)
|
|
6,445
|
|
|
2,246
|
|
|
(7,621
|
)
|
|||||
Total
|
$
|
528,243
|
|
|
$
|
470,772
|
|
|
$
|
485,667
|
|
|
$
|
57,471
|
|
|
$
|
(14,895
|
)
|
|
For the Fiscal Year Ended September 30
|
||||||||||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2020 vs. 2019
|
|
2019 vs. 2018
|
||||||||||
|
(In thousands, unless otherwise noted)
|
||||||||||||||||||
Mid-Tex / Affiliate transportation revenue
|
$
|
474,077
|
|
|
$
|
428,586
|
|
|
$
|
384,500
|
|
|
$
|
45,491
|
|
|
$
|
44,086
|
|
Third-party transportation revenue
|
127,444
|
|
|
129,930
|
|
|
115,207
|
|
|
(2,486
|
)
|
|
14,723
|
|
|||||
Other revenue
|
7,818
|
|
|
8,508
|
|
|
8,006
|
|
|
(690
|
)
|
|
502
|
|
|||||
Total operating revenues
|
609,339
|
|
|
567,024
|
|
|
507,713
|
|
|
42,315
|
|
|
59,311
|
|
|||||
Total purchased gas cost
|
1,548
|
|
|
(360
|
)
|
|
1,978
|
|
|
1,908
|
|
|
(2,338
|
)
|
|||||
Operating expenses
|
311,935
|
|
|
292,098
|
|
|
263,468
|
|
|
19,837
|
|
|
28,630
|
|
|||||
Operating income
|
295,856
|
|
|
275,286
|
|
|
242,267
|
|
|
20,570
|
|
|
33,019
|
|
|||||
Other non-operating income (expense)
|
8,436
|
|
|
1,163
|
|
|
(3,495
|
)
|
|
7,273
|
|
|
4,658
|
|
|||||
Interest charges
|
44,840
|
|
|
43,122
|
|
|
40,796
|
|
|
1,718
|
|
|
2,326
|
|
|||||
Income before income taxes
|
259,452
|
|
|
233,327
|
|
|
197,976
|
|
|
26,125
|
|
|
35,351
|
|
|||||
Income tax expense
|
61,168
|
|
|
50,735
|
|
|
58,982
|
|
|
10,433
|
|
|
(8,247
|
)
|
|||||
Non-cash income tax benefits(1)
|
(7,495
|
)
|
|
—
|
|
|
(21,104
|
)
|
|
(7,495
|
)
|
|
21,104
|
|
|||||
Net income
|
$
|
205,779
|
|
|
$
|
182,592
|
|
|
$
|
160,098
|
|
|
$
|
23,187
|
|
|
$
|
22,494
|
|
Gross pipeline transportation volumes — MMcf
|
822,499
|
|
|
939,376
|
|
|
871,904
|
|
|
(116,877
|
)
|
|
67,472
|
|
|||||
Consolidated pipeline transportation volumes — MMcf
|
621,371
|
|
|
721,998
|
|
|
663,900
|
|
|
(100,627
|
)
|
|
58,098
|
|
(1)
|
See Note 13 to the consolidated financial statements for further information.
|
•
|
a $53.2 million net increase due to rate adjustments from the GRIP filing approved in May 2019 and 2020. The increase in rates was driven by increased safety and reliability spending.
|
•
|
a $13.6 million net decrease primarily associated with the tightening of regional spreads driven by a reduction in associated Permian Basin gas production.
|
•
|
a $12.5 million increase in depreciation expense associated with increased capital investments.
|
•
|
a $9.4 million increase in system maintenance expense primarily due to spending on hydro testing and in-line inspections.
|
|
September 30
|
||||||||||||
|
2020
|
|
2019
|
||||||||||
|
(In thousands, except percentages)
|
||||||||||||
Short-term debt
|
$
|
—
|
|
|
—
|
%
|
|
$
|
464,915
|
|
|
4.8
|
%
|
Long-term debt(1)
|
4,531,944
|
|
|
40.0
|
%
|
|
3,529,452
|
|
|
36.2
|
%
|
||
Shareholders’ equity
|
6,791,203
|
|
|
60.0
|
%
|
|
5,750,223
|
|
|
59.0
|
%
|
||
Total capitalization, including short-term debt
|
$
|
11,323,147
|
|
|
100.0
|
%
|
|
$
|
9,744,590
|
|
|
100.0
|
%
|
(1)
|
Inclusive of our finance leases as of September 30, 2020.
|
|
For the Fiscal Year Ended September 30
|
||||||||||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2020 vs. 2019
|
|
2018 vs. 2017
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Total cash provided by (used in)
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
1,037,999
|
|
|
$
|
968,769
|
|
|
$
|
1,124,662
|
|
|
$
|
69,230
|
|
|
$
|
(155,893
|
)
|
Investing activities
|
(1,925,518
|
)
|
|
(1,683,660
|
)
|
|
(1,463,566
|
)
|
|
(241,858
|
)
|
|
(220,094
|
)
|
|||||
Financing activities
|
883,777
|
|
|
725,670
|
|
|
326,266
|
|
|
158,107
|
|
|
399,404
|
|
|||||
Change in cash and cash equivalents
|
(3,742
|
)
|
|
10,779
|
|
|
(12,638
|
)
|
|
(14,521
|
)
|
|
23,417
|
|
|||||
Cash and cash equivalents at beginning of period
|
24,550
|
|
|
13,771
|
|
|
26,409
|
|
|
10,779
|
|
|
(12,638
|
)
|
|||||
Cash and cash equivalents at end of period
|
$
|
20,808
|
|
|
$
|
24,550
|
|
|
$
|
13,771
|
|
|
$
|
(3,742
|
)
|
|
$
|
10,779
|
|
|
For the Fiscal Year Ended September 30
|
|||||||
|
2020
|
|
2019
|
|
2018
|
|||
Shares issued:
|
|
|
|
|
|
|||
Direct Stock Purchase Plan
|
107,989
|
|
|
110,063
|
|
|
131,213
|
|
Retirement Savings Plan and Trust
|
78,941
|
|
|
81,456
|
|
|
94,081
|
|
1998 Long-Term Incentive Plan (LTIP)
|
254,706
|
|
|
299,612
|
|
|
385,351
|
|
Equity Issuance(1)
|
6,101,916
|
|
|
7,574,111
|
|
|
4,558,404
|
|
Total shares issued
|
6,543,552
|
|
|
8,065,242
|
|
|
5,169,049
|
|
(1)
|
Share amounts do not include shares issued under forward sale agreements until the shares have been settled.
|
|
|
|
|
|
|
|
|
|
|
|
S&P
|
|
|
Moody’s
|
|
||
Senior unsecured long-term debt
|
|
A
|
|
|
A1
|
|
||
Short-term debt
|
|
A-1
|
|
|
P-1
|
|
||
Outlook
|
|
Stable
|
|
|
Stable
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1
year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5
years
|
||||||||||
|
|
|
|
|
(In thousands)
|
|
|
|
|
||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt(1)
|
$
|
4,560,000
|
|
|
$
|
—
|
|
|
$
|
200,000
|
|
|
$
|
10,000
|
|
|
$
|
4,350,000
|
|
Interest charges(2)
|
3,925,475
|
|
|
194,092
|
|
|
381,386
|
|
|
378,984
|
|
|
2,971,013
|
|
|||||
Finance leases(3)
|
16,477
|
|
|
741
|
|
|
1,513
|
|
|
1,557
|
|
|
12,666
|
|
|||||
Operating leases(4)
|
278,181
|
|
|
40,049
|
|
|
70,176
|
|
|
41,573
|
|
|
126,383
|
|
|||||
Financial instrument obligations(5)
|
2,015
|
|
|
2,015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Pension and postretirement benefit plan contributions(6)
|
423,505
|
|
|
60,553
|
|
|
133,694
|
|
|
85,792
|
|
|
143,466
|
|
|||||
Uncertain tax positions (7)
|
30,921
|
|
|
—
|
|
|
30,921
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
9,236,574
|
|
|
$
|
297,450
|
|
|
$
|
817,690
|
|
|
$
|
517,906
|
|
|
$
|
7,603,528
|
|
(1)
|
Long-term debt excludes our finance lease obligations, which are separately reported within this table. See Note 7 to the consolidated financial statements for further details.
|
(2)
|
Interest charges were calculated using the effective rate for each debt issuance.
|
(3)
|
Finance lease payments shown above include interest totaling $7.8 million. See Note 6 to the consolidated financial statements.
|
(4)
|
Operating lease payments shown above include interest totaling $41.4 million. See Note 6 to the consolidated financial statements.
|
(5)
|
Represents liabilities for natural gas commodity financial instruments that were valued as of September 30, 2020. The ultimate settlement amounts of these remaining liabilities are unknown because they are subject to continuing market risk until the financial instruments are settled.
|
(6)
|
Represents expected contributions to our defined benefit and postretirement benefit plans, which are discussed in Note 9 to the consolidated financial statements.
|
(7)
|
Represents liabilities associated with uncertain tax positions claimed or expected to be claimed on tax returns. The amount does not include interest and penalties that may be applied to these positions.
|
Fair value of contracts at September 30, 2019
|
$
|
(3,990
|
)
|
Contracts realized/settled
|
(2,731
|
)
|
|
Fair value of new contracts
|
2,570
|
|
|
Other changes in value
|
82,814
|
|
|
Fair value of contracts at September 30, 2020
|
78,663
|
|
|
Netting of cash collateral
|
—
|
|
|
Cash collateral and fair value of contracts at September 30, 2020
|
$
|
78,663
|
|
|
Fair Value of Contracts at September 30, 2020
|
||||||||||||||||||
|
Maturity in years
|
|
|
||||||||||||||||
Source of Fair Value
|
Less
than 1
|
|
1-3
|
|
4-5
|
|
Greater
than 5
|
|
Total
Fair
Value
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Prices actively quoted
|
$
|
3,672
|
|
|
$
|
49,371
|
|
|
$
|
25,620
|
|
|
$
|
—
|
|
|
$
|
78,663
|
|
Prices based on models and other valuation methods
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Fair Value
|
$
|
3,672
|
|
|
$
|
49,371
|
|
|
$
|
25,620
|
|
|
$
|
—
|
|
|
$
|
78,663
|
|
ITEM 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
ITEM 8.
|
Financial Statements and Supplementary Data.
|
|
Page
|
Financial statements and supplementary data:
|
|
Financial statement schedule for the years ended September 30, 2020, 2019 and 2018
|
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over the initial determination and approval of expenditures for either capital additions or maintenance and repair. For example, we selected a sample of projects initiated during the year to evaluate the effectiveness of management’s review controls to determine the proper categorization of project expenditures as either capitalizable costs or current-period expense.
Our audit procedures included, among others, testing a sample of projects initiated during the year, including the evaluation of the nature of the project, with Company personnel outside of accounting and financial reporting. For example, we evaluated project setup through inspection of each project’s description for compliance with the Company’s capitalization policy as described in Note 2 and a series of inquiries of the project approver to understand how they assessed whether projects should be treated as capital or expense. Other audit procedures included evaluating whether the descriptions and amounts included on third-party invoices either support or contradict the project classification as capital, evaluating the appropriateness of individuals capitalizing direct labor charges to projects by assessing the relevance of their job function to the capital project, and recalculating other overhead costs capitalized to projects.
|
|
September 30
|
||||||
|
2020
|
|
2019
|
||||
|
(In thousands,
except share data) |
||||||
ASSETS
|
|
|
|
||||
Property, plant and equipment
|
$
|
15,539,166
|
|
|
$
|
13,758,899
|
|
Construction in progress
|
418,055
|
|
|
421,694
|
|
||
|
15,957,221
|
|
|
14,180,593
|
|
||
Less accumulated depreciation and amortization
|
2,601,874
|
|
|
2,392,924
|
|
||
Net property, plant and equipment
|
13,355,347
|
|
|
11,787,669
|
|
||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
20,808
|
|
|
24,550
|
|
||
Accounts receivable, less allowance for doubtful accounts of $29,949 in 2020 and $15,899 in 2019
|
230,595
|
|
|
230,571
|
|
||
Gas stored underground
|
111,950
|
|
|
130,138
|
|
||
Other current assets
|
107,905
|
|
|
72,772
|
|
||
Total current assets
|
471,258
|
|
|
458,031
|
|
||
Goodwill
|
731,257
|
|
|
730,706
|
|
||
Deferred charges and other assets
|
801,170
|
|
|
391,213
|
|
||
|
$
|
15,359,032
|
|
|
$
|
13,367,619
|
|
CAPITALIZATION AND LIABILITIES
|
|
|
|
||||
Shareholders’ equity
|
|
|
|
||||
Common stock, no par value (stated at $0.005 per share); 200,000,000 shares authorized; issued and outstanding: 2020 — 125,882,477 shares; 2019 — 119,338,925 shares
|
$
|
629
|
|
|
$
|
597
|
|
Additional paid-in capital
|
4,377,149
|
|
|
3,712,194
|
|
||
Accumulated other comprehensive loss
|
(57,589
|
)
|
|
(114,583
|
)
|
||
Retained earnings
|
2,471,014
|
|
|
2,152,015
|
|
||
Shareholders’ equity
|
6,791,203
|
|
|
5,750,223
|
|
||
Long-term debt
|
4,531,779
|
|
|
3,529,452
|
|
||
Total capitalization
|
11,322,982
|
|
|
9,279,675
|
|
||
Commitments and contingencies (See Note 12)
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
||||
Accounts payable and accrued liabilities
|
235,775
|
|
|
265,024
|
|
||
Other current liabilities
|
546,461
|
|
|
479,501
|
|
||
Short-term debt
|
—
|
|
|
464,915
|
|
||
Current maturities of long-term debt
|
165
|
|
|
—
|
|
||
Total current liabilities
|
782,401
|
|
|
1,209,440
|
|
||
Deferred income taxes
|
1,456,569
|
|
|
1,300,015
|
|
||
Regulatory excess deferred taxes (See Note 13)
|
697,764
|
|
|
705,101
|
|
||
Regulatory cost of removal obligation
|
457,188
|
|
|
473,172
|
|
||
Deferred credits and other liabilities
|
642,128
|
|
|
400,216
|
|
||
|
$
|
15,359,032
|
|
|
$
|
13,367,619
|
|
|
Year Ended September 30
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Operating revenues
|
|
|
|
|
|
||||||
Distribution segment
|
$
|
2,626,993
|
|
|
$
|
2,745,461
|
|
|
$
|
3,003,047
|
|
Pipeline and storage segment
|
609,339
|
|
|
567,024
|
|
|
507,713
|
|
|||
Intersegment eliminations
|
(415,195
|
)
|
|
(410,637
|
)
|
|
(395,214
|
)
|
|||
Total operating revenues
|
2,821,137
|
|
|
2,901,848
|
|
|
3,115,546
|
|
|||
Purchased gas cost
|
|
|
|
|
|
||||||
Distribution segment
|
1,071,227
|
|
|
1,268,591
|
|
|
1,559,836
|
|
|||
Pipeline and storage segment
|
1,548
|
|
|
(360
|
)
|
|
1,978
|
|
|||
Intersegment eliminations
|
(413,921
|
)
|
|
(409,394
|
)
|
|
(393,966
|
)
|
|||
Total purchased gas cost
|
658,854
|
|
|
858,837
|
|
|
1,167,848
|
|
|||
Operation and maintenance expense
|
629,601
|
|
|
630,308
|
|
|
594,795
|
|
|||
Depreciation and amortization expense
|
429,828
|
|
|
391,456
|
|
|
361,083
|
|
|||
Taxes, other than income
|
278,755
|
|
|
275,189
|
|
|
263,886
|
|
|||
Operating income
|
824,099
|
|
|
746,058
|
|
|
727,934
|
|
|||
Other non-operating income (expense)
|
7,171
|
|
|
7,404
|
|
|
(10,144
|
)
|
|||
Interest charges
|
84,474
|
|
|
103,153
|
|
|
106,646
|
|
|||
Income before income taxes
|
746,796
|
|
|
650,309
|
|
|
611,144
|
|
|||
Income tax expense
|
145,353
|
|
|
138,903
|
|
|
8,080
|
|
|||
Net Income
|
$
|
601,443
|
|
|
$
|
511,406
|
|
|
$
|
603,064
|
|
Basic net income per share
|
$
|
4.89
|
|
|
$
|
4.36
|
|
|
$
|
5.43
|
|
Diluted net income per share
|
$
|
4.89
|
|
|
$
|
4.35
|
|
|
$
|
5.43
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
122,788
|
|
|
117,200
|
|
|
111,012
|
|
|||
Diluted
|
122,872
|
|
|
117,461
|
|
|
111,012
|
|
|||
|
|
|
|
|
|
||||||
Net income
|
$
|
601,443
|
|
|
$
|
511,406
|
|
|
$
|
603,064
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||
Net unrealized holding gains (losses) on available-for-sale securities, net of tax of $32, $64 and $(146)
|
106
|
|
|
218
|
|
|
(395
|
)
|
|||
Cash flow hedges:
|
|
|
|
|
|
||||||
Amortization and unrealized gain (loss) on interest rate agreements, net of tax of $17,198, $(6,782) and $13,017
|
56,888
|
|
|
(22,944
|
)
|
|
44,936
|
|
|||
Total other comprehensive income (loss)
|
56,994
|
|
|
(22,726
|
)
|
|
44,541
|
|
|||
Total comprehensive income
|
$
|
658,437
|
|
|
$
|
488,680
|
|
|
$
|
647,605
|
|
|
Common stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive Income
(Loss)
|
|
Retained
Earnings
|
|
Total
|
|||||||||||||
|
Number of
Shares
|
|
Stated
Value
|
|
||||||||||||||||||
|
(In thousands, except share and per share data)
|
|||||||||||||||||||||
Balance, September 30, 2017
|
106,104,634
|
|
|
$
|
531
|
|
|
$
|
2,536,365
|
|
|
$
|
(105,254
|
)
|
|
$
|
1,467,024
|
|
|
$
|
3,898,666
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
603,064
|
|
|
603,064
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
44,541
|
|
|
—
|
|
|
44,541
|
|
|||||
Cash dividends ($1.94 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(214,906
|
)
|
|
(214,906
|
)
|
|||||
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,934
|
)
|
|
22,934
|
|
|
—
|
|
|||||
Common stock issued:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Public offering
|
4,558,404
|
|
|
22
|
|
|
395,070
|
|
|
—
|
|
|
—
|
|
|
395,092
|
|
|||||
Direct stock purchase plan
|
131,213
|
|
|
1
|
|
|
11,322
|
|
|
—
|
|
|
—
|
|
|
11,323
|
|
|||||
Retirement savings plan
|
94,081
|
|
|
—
|
|
|
8,240
|
|
|
—
|
|
|
—
|
|
|
8,240
|
|
|||||
1998 Long-term incentive plan
|
385,351
|
|
|
2
|
|
|
3,469
|
|
|
—
|
|
|
—
|
|
|
3,471
|
|
|||||
Employee stock-based compensation
|
—
|
|
|
—
|
|
|
20,460
|
|
|
—
|
|
|
—
|
|
|
20,460
|
|
|||||
Balance, September 30, 2018
|
111,273,683
|
|
|
556
|
|
|
2,974,926
|
|
|
(83,647
|
)
|
|
1,878,116
|
|
|
4,769,951
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
511,406
|
|
|
511,406
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,726
|
)
|
|
—
|
|
|
(22,726
|
)
|
|||||
Cash dividends ($2.10 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(245,717
|
)
|
|
(245,717
|
)
|
|||||
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,210
|
)
|
|
8,210
|
|
|
—
|
|
|||||
Common stock issued:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Public offering
|
7,574,111
|
|
|
38
|
|
|
694,065
|
|
|
—
|
|
|
—
|
|
|
694,103
|
|
|||||
Direct stock purchase plan
|
110,063
|
|
|
1
|
|
|
11,070
|
|
|
—
|
|
|
—
|
|
|
11,071
|
|
|||||
Retirement savings plan
|
81,456
|
|
|
—
|
|
|
8,252
|
|
|
—
|
|
|
—
|
|
|
8,252
|
|
|||||
1998 Long-term incentive plan
|
299,612
|
|
|
2
|
|
|
2,946
|
|
|
—
|
|
|
—
|
|
|
2,948
|
|
|||||
Employee stock-based compensation
|
—
|
|
|
—
|
|
|
20,935
|
|
|
—
|
|
|
—
|
|
|
20,935
|
|
|||||
Balance, September 30, 2019
|
119,338,925
|
|
|
597
|
|
|
3,712,194
|
|
|
(114,583
|
)
|
|
2,152,015
|
|
|
5,750,223
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
601,443
|
|
|
601,443
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
56,994
|
|
|
—
|
|
|
56,994
|
|
|||||
Cash dividends ($2.30 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(282,444
|
)
|
|
(282,444
|
)
|
|||||
Common stock issued:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Public offering
|
6,101,916
|
|
|
30
|
|
|
624,272
|
|
|
—
|
|
|
—
|
|
|
624,302
|
|
|||||
Direct stock purchase plan
|
107,989
|
|
|
1
|
|
|
11,325
|
|
|
—
|
|
|
—
|
|
|
11,326
|
|
|||||
Retirement savings plan
|
78,941
|
|
|
—
|
|
|
8,222
|
|
|
—
|
|
|
—
|
|
|
8,222
|
|
|||||
1998 Long-term incentive plan
|
254,706
|
|
|
1
|
|
|
2,748
|
|
|
—
|
|
|
—
|
|
|
2,749
|
|
|||||
Employee stock-based compensation
|
—
|
|
|
—
|
|
|
18,388
|
|
|
—
|
|
|
—
|
|
|
18,388
|
|
|||||
Balance, September 30, 2020
|
125,882,477
|
|
|
$
|
629
|
|
|
$
|
4,377,149
|
|
|
$
|
(57,589
|
)
|
|
$
|
2,471,014
|
|
|
$
|
6,791,203
|
|
|
Year Ended September 30
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
|
(In thousands)
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
601,443
|
|
|
$
|
511,406
|
|
|
$
|
603,064
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
429,828
|
|
|
391,456
|
|
|
361,083
|
|
|||
Deferred income taxes
|
155,322
|
|
|
132,004
|
|
|
158,271
|
|
|||
One-time income tax benefit
|
(20,962
|
)
|
|
—
|
|
|
(158,782
|
)
|
|||
Stock-based compensation
|
9,583
|
|
|
11,121
|
|
|
12,863
|
|
|||
Amortization of debt issuance costs
|
11,543
|
|
|
9,464
|
|
|
7,865
|
|
|||
Equity component of AFUDC
|
(23,493
|
)
|
|
(11,165
|
)
|
|
—
|
|
|||
Other
|
8,411
|
|
|
1,169
|
|
|
5,437
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
(Increase) decrease in accounts receivable
|
7,167
|
|
|
18,724
|
|
|
(29,208
|
)
|
|||
Decrease in gas stored underground
|
18,188
|
|
|
35,594
|
|
|
18,921
|
|
|||
(Increase) decrease in other current assets
|
(35,878
|
)
|
|
(26,590
|
)
|
|
60,424
|
|
|||
Increase in deferred charges and other assets
|
(31,935
|
)
|
|
(58,403
|
)
|
|
(10,049
|
)
|
|||
Increase (decrease) in accounts payable and accrued liabilities
|
7,359
|
|
|
9,908
|
|
|
(11,857
|
)
|
|||
Increase (decrease) in other current liabilities
|
(129,543
|
)
|
|
(103,895
|
)
|
|
74,707
|
|
|||
Increase in deferred credits and other liabilities
|
30,966
|
|
|
47,976
|
|
|
31,923
|
|
|||
Net cash provided by operating activities
|
1,037,999
|
|
|
968,769
|
|
|
1,124,662
|
|
|||
CASH FLOWS USED IN INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Capital expenditures
|
(1,935,676
|
)
|
|
(1,693,477
|
)
|
|
(1,467,591
|
)
|
|||
Proceeds from the sale of discontinued operations
|
—
|
|
|
4,000
|
|
|
3,000
|
|
|||
Purchases of debt and equity securities
|
(50,517
|
)
|
|
(29,153
|
)
|
|
(46,401
|
)
|
|||
Proceeds from sale of debt and equity securities
|
32,339
|
|
|
6,070
|
|
|
22,360
|
|
|||
Maturities of debt securities
|
18,669
|
|
|
20,299
|
|
|
15,716
|
|
|||
Other, net
|
9,667
|
|
|
8,601
|
|
|
9,350
|
|
|||
Net cash used in investing activities
|
(1,925,518
|
)
|
|
(1,683,660
|
)
|
|
(1,463,566
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Net increase (decrease) in short-term debt
|
(464,915
|
)
|
|
(110,865
|
)
|
|
128,035
|
|
|||
Proceeds from issuance of long-term debt, net of premium/discount
|
999,450
|
|
|
1,045,221
|
|
|
—
|
|
|||
Net proceeds from equity offering
|
624,302
|
|
|
694,103
|
|
|
395,092
|
|
|||
Issuance of common stock through stock purchase and employee retirement plans
|
19,548
|
|
|
19,323
|
|
|
19,563
|
|
|||
Settlement of interest rate swaps
|
(4,426
|
)
|
|
(90,141
|
)
|
|
—
|
|
|||
Repayment of long-term debt
|
—
|
|
|
(575,000
|
)
|
|
—
|
|
|||
Cash dividends paid
|
(282,444
|
)
|
|
(245,717
|
)
|
|
(214,906
|
)
|
|||
Debt issuance costs
|
(7,738
|
)
|
|
(11,254
|
)
|
|
—
|
|
|||
Other
|
—
|
|
|
—
|
|
|
(1,518
|
)
|
|||
Net cash provided by financing activities
|
883,777
|
|
|
725,670
|
|
|
326,266
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
(3,742
|
)
|
|
10,779
|
|
|
(12,638
|
)
|
|||
Cash and cash equivalents at beginning of year
|
24,550
|
|
|
13,771
|
|
|
26,409
|
|
|||
Cash and cash equivalents at end of year
|
$
|
20,808
|
|
|
$
|
24,550
|
|
|
$
|
13,771
|
|
Division
|
|
Service Area
|
Atmos Energy Colorado-Kansas Division
|
|
Colorado, Kansas
|
Atmos Energy Kentucky/Mid-States Division
|
|
Kentucky, Tennessee, Virginia(1)
|
Atmos Energy Louisiana Division
|
|
Louisiana
|
Atmos Energy Mid-Tex Division
|
|
Texas, including the Dallas/Fort Worth metropolitan area
|
Atmos Energy Mississippi Division
|
|
Mississippi
|
Atmos Energy West Texas Division
|
|
West Texas
|
(1)
|
Denotes location where we have more limited service areas.
|
|
September 30
|
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Regulatory assets:
|
|
|
|
||||
Pension and postretirement benefit costs
|
$
|
149,089
|
|
|
$
|
86,089
|
|
Infrastructure mechanisms(1)
|
183,943
|
|
|
131,894
|
|
||
Deferred gas costs
|
40,593
|
|
|
23,766
|
|
||
Recoverable loss on reacquired debt
|
4,894
|
|
|
6,551
|
|
||
Deferred pipeline record collection costs
|
29,839
|
|
|
26,418
|
|
||
Other
|
6,283
|
|
|
9,829
|
|
||
|
$
|
414,641
|
|
|
$
|
284,547
|
|
Regulatory liabilities:
|
|
|
|
||||
Regulatory excess deferred taxes(2)
|
$
|
718,651
|
|
|
$
|
726,307
|
|
Regulatory cost of service reserve
|
1,716
|
|
|
5,238
|
|
||
Regulatory cost of removal obligation
|
531,096
|
|
|
528,893
|
|
||
Deferred gas costs
|
19,985
|
|
|
14,112
|
|
||
Asset retirement obligation
|
20,348
|
|
|
17,054
|
|
||
APT annual adjustment mechanism
|
57,379
|
|
|
78,402
|
|
||
Other
|
17,838
|
|
|
16,120
|
|
||
|
$
|
1,367,013
|
|
|
$
|
1,386,126
|
|
(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 the deferred expenses until the next rate proceeding (rate case or annual rate filing), at which time investment and costs would be recovered through base rates.
|
(2)
|
Due to the passage of the Kansas House Bill 2585, on June 1, 2020, we remeasured our deferred tax liability and updated our state deferred tax rate resulting in a $12.1 million regulatory liability as of September 30, 2020. The remaining amount reflects the remeasurement of the net deferred tax liability included in our rate base as a result of the Tax Cuts and Jobs Act of 2017 (the TCJA). Of this amount, $20.9 million as of September 30, 2020 and $21.2 million as of September 30, 2019 is recorded in other current liabilities. See Note 13 for further information.
|
|
|
2020
|
|
2019
|
|
2018
|
||||||
Component of AFUDC
|
Statement of Comprehensive Income Location
|
(In thousands)
|
||||||||||
Debt
|
Interest charges
|
$
|
8,436
|
|
|
$
|
7,643
|
|
|
$
|
6,810
|
|
Equity
|
Other non-operating income (expense)
|
23,493
|
|
|
11,165
|
|
|
—
|
|
|||
|
|
$
|
31,929
|
|
|
$
|
18,808
|
|
|
$
|
6,810
|
|
•
|
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.
|
|
Year Ended September 30, 2020
|
||||||||||||||
|
Distribution
|
|
Pipeline and Storage
|
|
Eliminations
|
|
Consolidated
|
||||||||
|
(In thousands)
|
||||||||||||||
Operating revenues from external parties
|
$
|
2,624,251
|
|
|
$
|
196,886
|
|
|
$
|
—
|
|
|
$
|
2,821,137
|
|
Intersegment revenues
|
2,742
|
|
|
412,453
|
|
|
(415,195
|
)
|
|
—
|
|
||||
Total operating revenues
|
2,626,993
|
|
|
609,339
|
|
|
(415,195
|
)
|
|
2,821,137
|
|
||||
Purchased gas cost
|
1,071,227
|
|
|
1,548
|
|
|
(413,921
|
)
|
|
658,854
|
|
||||
Operation and maintenance expense
|
472,760
|
|
|
158,115
|
|
|
(1,274
|
)
|
|
629,601
|
|
||||
Depreciation and amortization expense
|
309,582
|
|
|
120,246
|
|
|
—
|
|
|
429,828
|
|
||||
Taxes, other than income
|
245,181
|
|
|
33,574
|
|
|
—
|
|
|
278,755
|
|
||||
Operating income
|
528,243
|
|
|
295,856
|
|
|
—
|
|
|
824,099
|
|
||||
Other non-operating income (expense)
|
(1,265
|
)
|
|
8,436
|
|
|
—
|
|
|
7,171
|
|
||||
Interest charges
|
39,634
|
|
|
44,840
|
|
|
—
|
|
|
84,474
|
|
||||
Income before income taxes
|
487,344
|
|
|
259,452
|
|
|
—
|
|
|
746,796
|
|
||||
Income tax expense
|
91,680
|
|
|
53,673
|
|
|
—
|
|
|
145,353
|
|
||||
Net income
|
$
|
395,664
|
|
|
$
|
205,779
|
|
|
$
|
—
|
|
|
$
|
601,443
|
|
Capital expenditures
|
$
|
1,466,631
|
|
|
$
|
469,045
|
|
|
$
|
—
|
|
|
$
|
1,935,676
|
|
|
Year Ended September 30, 2019
|
||||||||||||||
|
Distribution
|
|
Pipeline and Storage
|
|
Eliminations
|
|
Consolidated
|
||||||||
|
(In thousands)
|
||||||||||||||
Operating revenues from external parties
|
$
|
2,742,824
|
|
|
$
|
159,024
|
|
|
$
|
—
|
|
|
$
|
2,901,848
|
|
Intersegment revenues
|
2,637
|
|
|
408,000
|
|
|
(410,637
|
)
|
|
—
|
|
||||
Total operating revenues
|
2,745,461
|
|
|
567,024
|
|
|
(410,637
|
)
|
|
2,901,848
|
|
||||
Purchased gas cost
|
1,268,591
|
|
|
(360
|
)
|
|
(409,394
|
)
|
|
858,837
|
|
||||
Operation and maintenance expense
|
480,222
|
|
|
151,329
|
|
|
(1,243
|
)
|
|
630,308
|
|
||||
Depreciation and amortization expense
|
283,697
|
|
|
107,759
|
|
|
—
|
|
|
391,456
|
|
||||
Taxes, other than income
|
242,179
|
|
|
33,010
|
|
|
—
|
|
|
275,189
|
|
||||
Operating income
|
470,772
|
|
|
275,286
|
|
|
—
|
|
|
746,058
|
|
||||
Other non-operating income
|
6,241
|
|
|
1,163
|
|
|
—
|
|
|
7,404
|
|
||||
Interest charges
|
60,031
|
|
|
43,122
|
|
|
—
|
|
|
103,153
|
|
||||
Income before income taxes
|
416,982
|
|
|
233,327
|
|
|
—
|
|
|
650,309
|
|
||||
Income tax expense
|
88,168
|
|
|
50,735
|
|
|
—
|
|
|
138,903
|
|
||||
Net income
|
$
|
328,814
|
|
|
$
|
182,592
|
|
|
$
|
—
|
|
|
$
|
511,406
|
|
Capital expenditures
|
$
|
1,274,613
|
|
|
$
|
418,864
|
|
|
$
|
—
|
|
|
$
|
1,693,477
|
|
|
Year Ended September 30, 2018
|
||||||||||||||
|
Distribution
|
|
Pipeline and Storage
|
|
Eliminations
|
|
Consolidated
|
||||||||
|
(In thousands)
|
||||||||||||||
Operating revenues from external parties
|
$
|
3,000,404
|
|
|
$
|
115,142
|
|
|
$
|
—
|
|
|
$
|
3,115,546
|
|
Intersegment revenues
|
2,643
|
|
|
392,571
|
|
|
(395,214
|
)
|
|
—
|
|
||||
Total operating revenues
|
3,003,047
|
|
|
507,713
|
|
|
(395,214
|
)
|
|
3,115,546
|
|
||||
Purchased gas cost
|
1,559,836
|
|
|
1,978
|
|
|
(393,966
|
)
|
|
1,167,848
|
|
||||
Operation and maintenance expense
|
461,048
|
|
|
134,995
|
|
|
(1,248
|
)
|
|
594,795
|
|
||||
Depreciation and amortization expense
|
264,930
|
|
|
96,153
|
|
|
—
|
|
|
361,083
|
|
||||
Taxes, other than income
|
231,566
|
|
|
32,320
|
|
|
—
|
|
|
263,886
|
|
||||
Operating income
|
485,667
|
|
|
242,267
|
|
|
—
|
|
|
727,934
|
|
||||
Other non-operating expense
|
(6,649
|
)
|
|
(3,495
|
)
|
|
—
|
|
|
(10,144
|
)
|
||||
Interest charges
|
65,850
|
|
|
40,796
|
|
|
—
|
|
|
106,646
|
|
||||
Income before income taxes
|
413,168
|
|
|
197,976
|
|
|
—
|
|
|
611,144
|
|
||||
Income tax expense (benefit)
|
(29,798
|
)
|
|
37,878
|
|
|
—
|
|
|
8,080
|
|
||||
Net income
|
$
|
442,966
|
|
|
$
|
160,098
|
|
|
$
|
—
|
|
|
$
|
603,064
|
|
Capital expenditures
|
$
|
1,025,800
|
|
|
$
|
441,791
|
|
|
$
|
—
|
|
|
$
|
1,467,591
|
|
|
2020
|
|
2019
|
|
2018
|
||||||
|
(In thousands)
|
||||||||||
Distribution revenues:
|
|
|
|
|
|
||||||
Gas sales revenues:
|
|
|
|
|
|
||||||
Residential
|
$
|
1,717,070
|
|
|
$
|
1,733,548
|
|
|
$
|
1,916,101
|
|
Commercial
|
654,963
|
|
|
711,284
|
|
|
797,073
|
|
|||
Industrial
|
89,641
|
|
|
118,046
|
|
|
131,267
|
|
|||
Public authority and other
|
42,007
|
|
|
42,613
|
|
|
47,714
|
|
|||
Total gas sales revenues
|
2,503,681
|
|
|
2,605,491
|
|
|
2,892,155
|
|
|||
Transportation revenues
|
97,441
|
|
|
95,629
|
|
|
99,250
|
|
|||
Other gas revenues
|
23,129
|
|
|
41,704
|
|
|
8,999
|
|
|||
Total distribution revenues
|
2,624,251
|
|
|
2,742,824
|
|
|
3,000,404
|
|
|||
Pipeline and storage revenues
|
196,886
|
|
|
159,024
|
|
|
115,142
|
|
|||
Total operating revenues
|
$
|
2,821,137
|
|
|
$
|
2,901,848
|
|
|
$
|
3,115,546
|
|
|
September 30, 2020
|
||||||||||||||
|
Distribution
|
|
Pipeline and Storage
|
|
Eliminations
|
|
Consolidated
|
||||||||
|
(In thousands)
|
||||||||||||||
Property, plant and equipment, net
|
$
|
9,944,978
|
|
|
$
|
3,410,369
|
|
|
$
|
—
|
|
|
$
|
13,355,347
|
|
Total assets
|
$
|
14,578,176
|
|
|
$
|
3,647,907
|
|
|
$
|
(2,867,051
|
)
|
|
$
|
15,359,032
|
|
|
September 30, 2019
|
||||||||||||||
|
Distribution
|
|
Pipeline and Storage
|
|
Eliminations
|
|
Consolidated
|
||||||||
|
(In thousands)
|
||||||||||||||
Property, plant and equipment, net
|
$
|
8,737,590
|
|
|
$
|
3,050,079
|
|
|
$
|
—
|
|
|
$
|
11,787,669
|
|
Total assets
|
$
|
12,579,741
|
|
|
$
|
3,279,323
|
|
|
$
|
(2,491,445
|
)
|
|
$
|
13,367,619
|
|
|
2020
|
|
2019
|
|
2018
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Basic Earnings Per Share
|
|
|
|
|
|
||||||
Net Income
|
$
|
601,443
|
|
|
$
|
511,406
|
|
|
$
|
603,064
|
|
Less: Income allocated to participating securities
|
444
|
|
|
416
|
|
|
580
|
|
|||
Net Income available to common shareholders
|
$
|
600,999
|
|
|
$
|
510,990
|
|
|
$
|
602,484
|
|
Basic weighted average shares outstanding
|
122,788
|
|
|
117,200
|
|
|
111,012
|
|
|||
Net Income per share — Basic
|
$
|
4.89
|
|
|
$
|
4.36
|
|
|
$
|
5.43
|
|
|
|
|
|
|
|
||||||
Diluted Earnings Per Share
|
|
|
|
|
|
||||||
Net Income available to common shareholders
|
$
|
600,999
|
|
|
$
|
510,990
|
|
|
$
|
602,484
|
|
Effect of dilutive shares
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net Income available to common shareholders
|
$
|
600,999
|
|
|
$
|
510,990
|
|
|
$
|
602,484
|
|
Basic weighted average shares outstanding
|
122,788
|
|
|
117,200
|
|
|
111,012
|
|
|||
Dilutive shares
|
84
|
|
|
261
|
|
|
—
|
|
|||
Diluted weighted average shares outstanding
|
122,872
|
|
|
117,461
|
|
|
111,012
|
|
|||
Net Income per share — Diluted
|
$
|
4.89
|
|
|
$
|
4.35
|
|
|
$
|
5.43
|
|
|
Year Ended September 30, 2020
|
|
Year Ended September 30, 2019
|
||||||||||||
|
Distribution
|
|
Pipeline and Storage
|
|
Distribution
|
|
Pipeline and Storage
|
||||||||
|
(In thousands)
|
||||||||||||||
Gas sales revenues:
|
|
|
|
|
|
|
|
||||||||
Residential
|
$
|
1,704,444
|
|
|
$
|
—
|
|
|
$
|
1,755,229
|
|
|
$
|
—
|
|
Commercial
|
650,396
|
|
|
—
|
|
|
716,757
|
|
|
—
|
|
||||
Industrial
|
89,467
|
|
|
—
|
|
|
118,060
|
|
|
—
|
|
||||
Public authority and other
|
41,339
|
|
|
—
|
|
|
42,796
|
|
|
—
|
|
||||
Total gas sales revenues
|
2,485,646
|
|
|
—
|
|
|
2,632,842
|
|
|
—
|
|
||||
Transportation revenues
|
99,435
|
|
|
636,819
|
|
|
97,495
|
|
|
623,808
|
|
||||
Miscellaneous revenues
|
19,085
|
|
|
9,754
|
|
|
26,050
|
|
|
8,060
|
|
||||
Revenues from contracts with customers
|
2,604,166
|
|
|
646,573
|
|
|
2,756,387
|
|
|
631,868
|
|
||||
Alternative revenue program revenues(1)
|
20,856
|
|
|
(37,234
|
)
|
|
(12,958
|
)
|
|
(64,844
|
)
|
||||
Other revenues
|
1,971
|
|
|
—
|
|
|
2,032
|
|
|
—
|
|
||||
Total operating revenues
|
$
|
2,626,993
|
|
|
$
|
609,339
|
|
|
$
|
2,745,461
|
|
|
$
|
567,024
|
|
(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 revenue benchmark.
|
|
September 30, 2020
|
Weighted average remaining lease term (years)
|
|
Finance leases
|
19.1
|
Operating leases
|
10.6
|
|
September 30, 2020
|
|
Weighted average discount rate
|
|
|
Finance leases
|
8.0
|
%
|
Operating leases
|
2.9
|
%
|
|
September 30, 2020
|
||
|
(In thousands)
|
||
Finance lease cost
|
$
|
622
|
|
Operating lease cost
|
40,887
|
|
|
Total lease cost
|
$
|
41,509
|
|
|
Balance Sheet Classification
|
September 30, 2020
|
||
|
|
(In thousands)
|
||
Assets
|
|
|
||
Finance leases
|
Net Property, Plant and Equipment
|
$
|
8,480
|
|
Operating leases
|
Deferred charges and other assets
|
227,146
|
|
|
Total right-of-use assets
|
|
$
|
235,626
|
|
Liabilities
|
|
|
||
Current
|
|
|
||
Finance leases
|
Current maturities of long-term debt
|
$
|
165
|
|
Operating leases
|
Other current liabilities
|
35,716
|
|
|
Noncurrent
|
|
|
||
Finance leases
|
Long-term debt
|
8,466
|
|
|
Operating leases
|
Deferred credits and other liabilities
|
201,071
|
|
|
Total lease liabilities
|
|
$
|
245,418
|
|
|
September 30, 2020
|
||
|
(In thousands)
|
||
Cash paid amounts included in the measurement of lease liabilities
|
|
||
Operating cash flows used for operating leases
|
$
|
37,758
|
|
Right-of-use assets obtained in exchange for lease obligations
|
|
||
Finance leases
|
$
|
6,083
|
|
Operating leases
|
$
|
34,169
|
|
|
Total
|
Finance Leases
|
Operating Leases
|
||||||
|
(In thousands)
|
||||||||
2021
|
$
|
40,790
|
|
$
|
741
|
|
$
|
40,049
|
|
2022
|
38,423
|
|
751
|
|
37,672
|
|
|||
2023
|
33,266
|
|
762
|
|
32,504
|
|
|||
2024
|
25,464
|
|
773
|
|
24,691
|
|
|||
2025
|
17,666
|
|
784
|
|
16,882
|
|
|||
Thereafter
|
139,049
|
|
12,666
|
|
126,383
|
|
|||
Total lease payments
|
294,658
|
|
16,477
|
|
278,181
|
|
|||
Less: Imputed interest
|
49,240
|
|
7,846
|
|
41,394
|
|
|||
Total
|
$
|
245,418
|
|
$
|
8,631
|
|
$
|
236,787
|
|
Reported as of September 30, 2020
|
|
|
|
||||||
Short-term lease liabilities
|
$
|
35,881
|
|
$
|
165
|
|
$
|
35,716
|
|
Long-term lease liabilities
|
209,537
|
|
8,466
|
|
201,071
|
|
|||
Total lease liabilities
|
$
|
245,418
|
|
$
|
8,631
|
|
$
|
236,787
|
|
|
Operating
Leases(1)
|
|
Capital
Lease
|
||||
|
(In thousands)
|
||||||
2020
|
$
|
21,017
|
|
|
$
|
243
|
|
2021
|
20,416
|
|
|
248
|
|
||
2022
|
19,370
|
|
|
253
|
|
||
2023
|
18,071
|
|
|
258
|
|
||
2024
|
15,718
|
|
|
263
|
|
||
Thereafter
|
105,544
|
|
|
4,343
|
|
||
Total minimum lease payments
|
$
|
200,136
|
|
|
5,608
|
|
|
Less amount representing interest
|
|
|
3,018
|
|
|||
Present value of net minimum lease payments
|
|
|
$
|
2,590
|
|
(1)
|
Future minimum lease payments do not include amounts for fleet leases and other de minimis items that can be renewed beyond the initial lease term. The Company anticipates renewing the leases beyond the initial term, but the anticipated payments associated with the renewals do not meet the definition of expected minimum lease payments and therefore are not included above. Expected payments are $17.6 million in 2020, $18.0 million in 2021, $11.8 million in 2022, $8.5 million in 2023, $5.4 million in 2024 and $2.7 million thereafter.
|
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Unsecured 3.00% Senior Notes, due 2027
|
$
|
500,000
|
|
|
$
|
500,000
|
|
Unsecured 2.625% Senior Notes, due 2029
|
300,000
|
|
|
—
|
|
||
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
|
|
|
—
|
|
||
Floating-rate term loan, due 2022
|
200,000
|
|
|
—
|
|
||
Medium term Series A notes, 1995-1, 6.67%, due 2025
|
10,000
|
|
|
10,000
|
|
||
Unsecured 6.75% Debentures, due 2028
|
150,000
|
|
|
150,000
|
|
||
Finance lease obligations (see Note 6)
|
8,631
|
|
|
—
|
|
||
Total long-term debt
|
4,568,631
|
|
|
3,560,000
|
|
||
Less:
|
|
|
|
||||
Net original issue (premium) / discount on unsecured senior notes and debentures
|
583
|
|
|
193
|
|
||
Debt issuance cost
|
36,104
|
|
|
30,355
|
|
||
Current maturities
|
165
|
|
|
—
|
|
||
|
$
|
4,531,779
|
|
|
$
|
3,529,452
|
|
2021
|
$
|
—
|
|
2022
|
200,000
|
|
|
2023
|
—
|
|
|
2024
|
—
|
|
|
2025
|
10,000
|
|
|
Thereafter
|
4,350,000
|
|
|
|
$
|
4,560,000
|
|
Maturity
|
Shares Available
|
|
Net Proceeds Available
(In Thousands)
|
|
Forward Price
|
||||
March 31, 2021
|
1,281,578
|
|
$
|
134,660
|
|
|
$
|
105.07
|
|
June 30, 2021
|
1,394,423
|
|
142,388
|
|
|
$
|
102.11
|
|
|
September 30, 2021
|
659,994
|
|
68,158
|
|
|
$
|
103.27
|
|
|
Total
|
3,335,995
|
|
$
|
345,206
|
|
|
|
|
Available-
for-Sale
Securities
|
|
Interest Rate
Agreement
Cash Flow
Hedges
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
September 30, 2019
|
$
|
132
|
|
|
$
|
(114,715
|
)
|
|
$
|
(114,583
|
)
|
Other comprehensive income before reclassifications
|
108
|
|
|
53,241
|
|
|
53,349
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
(2
|
)
|
|
3,647
|
|
|
3,645
|
|
|||
Net current-period other comprehensive income
|
106
|
|
|
56,888
|
|
|
56,994
|
|
|||
September 30, 2020
|
$
|
238
|
|
|
$
|
(57,827
|
)
|
|
$
|
(57,589
|
)
|
|
Available-
for-Sale
Securities
|
|
Interest Rate
Agreement
Cash Flow
Hedges
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
September 30, 2018
|
$
|
8,124
|
|
|
$
|
(91,771
|
)
|
|
$
|
(83,647
|
)
|
Other comprehensive income (loss) before reclassifications
|
219
|
|
|
(25,966
|
)
|
|
(25,747
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
|
(1
|
)
|
|
3,022
|
|
|
3,021
|
|
|||
Net current-period other comprehensive income (loss)
|
218
|
|
|
(22,944
|
)
|
|
(22,726
|
)
|
|||
Cumulative effect of accounting change
|
(8,210
|
)
|
|
—
|
|
|
(8,210
|
)
|
|||
September 30, 2019
|
$
|
132
|
|
|
$
|
(114,715
|
)
|
|
$
|
(114,583
|
)
|
|
Defined
Benefit Plan
|
|
Supplemental
Executive
Retirement Plans
|
|
Postretirement
Plans
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
September 30, 2020
|
|
|
|
|
|
|
|
||||||||
Unrecognized prior service (credit) cost
|
$
|
(584
|
)
|
|
$
|
—
|
|
|
$
|
951
|
|
|
$
|
367
|
|
Unrecognized actuarial loss
|
78,082
|
|
|
51,045
|
|
|
9,110
|
|
|
138,237
|
|
||||
|
$
|
77,498
|
|
|
$
|
51,045
|
|
|
$
|
10,061
|
|
|
$
|
138,604
|
|
September 30, 2019
|
|
|
|
|
|
|
|
||||||||
Unrecognized prior service (credit) cost
|
$
|
(815
|
)
|
|
$
|
—
|
|
|
$
|
1,125
|
|
|
$
|
310
|
|
Unrecognized actuarial (gain) loss
|
67,191
|
|
|
56,784
|
|
|
(43,782
|
)
|
|
80,193
|
|
||||
|
$
|
66,376
|
|
|
$
|
56,784
|
|
|
$
|
(42,657
|
)
|
|
$
|
80,503
|
|
|
Targeted
Allocation Range
|
|
Actual
Allocation
September 30
|
||
Security Class
|
2020
|
|
2019
|
||
Domestic equities
|
35%-55%
|
|
45.3%
|
|
40.6%
|
International equities
|
10%-20%
|
|
15.6%
|
|
14.5%
|
Fixed income
|
5%-30%
|
|
17.0%
|
|
18.8%
|
Company stock
|
0%-15%
|
|
13.0%
|
|
15.4%
|
Other assets
|
0%-20%
|
|
9.1%
|
|
10.7%
|
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Accumulated benefit obligation
|
$
|
565,755
|
|
|
$
|
541,287
|
|
Change in projected benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
577,270
|
|
|
$
|
504,719
|
|
Service cost
|
17,551
|
|
|
15,311
|
|
||
Interest cost
|
19,028
|
|
|
22,071
|
|
||
Actuarial (gain) loss
|
22,898
|
|
|
71,139
|
|
||
Benefits paid
|
(32,526
|
)
|
|
(35,970
|
)
|
||
Benefit obligation at end of year
|
604,221
|
|
|
577,270
|
|
||
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
530,109
|
|
|
531,691
|
|
||
Actual return on plan assets
|
31,298
|
|
|
25,888
|
|
||
Employer contributions
|
—
|
|
|
8,500
|
|
||
Benefits paid
|
(32,526
|
)
|
|
(35,970
|
)
|
||
Fair value of plan assets at end of year
|
528,881
|
|
|
530,109
|
|
||
Reconciliation:
|
|
|
|
||||
Funded status
|
(75,340
|
)
|
|
(47,161
|
)
|
||
Unrecognized prior service cost
|
—
|
|
|
—
|
|
||
Unrecognized net loss
|
—
|
|
|
—
|
|
||
Net amount recognized
|
$
|
(75,340
|
)
|
|
$
|
(47,161
|
)
|
|
Fiscal Year Ended September 30
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
|
(In thousands)
|
||||||||||
Components of net periodic pension cost:
|
|
|
|
|
|
||||||
Service cost
|
$
|
17,551
|
|
|
$
|
15,311
|
|
|
$
|
17,264
|
|
Interest cost(1)
|
19,028
|
|
|
22,071
|
|
|
20,803
|
|
|||
Expected return on assets(1)
|
(28,316
|
)
|
|
(28,451
|
)
|
|
(27,666
|
)
|
|||
Amortization of prior service credit(1)
|
(231
|
)
|
|
(232
|
)
|
|
(231
|
)
|
|||
Recognized actuarial loss(1)
|
9,025
|
|
|
4,201
|
|
|
9,114
|
|
|||
Net periodic pension cost
|
$
|
17,057
|
|
|
$
|
12,900
|
|
|
$
|
19,284
|
|
(1)
|
The components of net periodic cost other than the service cost component are included in the line item other non-operating income (expense) in the consolidated statements of comprehensive income or are capitalized on the consolidated balance sheets as a regulatory asset or liability, as described in Note 2.
|
|
Assets at Fair Value as of September 30, 2020
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Common stocks
|
$
|
211,244
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
211,244
|
|
Money market funds
|
—
|
|
|
6,096
|
|
|
—
|
|
|
6,096
|
|
||||
Registered investment companies
|
29,762
|
|
|
—
|
|
|
—
|
|
|
29,762
|
|
||||
Government securities:
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities
|
—
|
|
|
15,230
|
|
|
—
|
|
|
15,230
|
|
||||
U.S. treasuries
|
21,755
|
|
|
36
|
|
|
—
|
|
|
21,791
|
|
||||
Corporate bonds
|
—
|
|
|
52,648
|
|
|
—
|
|
|
52,648
|
|
||||
Total investments measured at fair value
|
$
|
262,761
|
|
|
$
|
74,010
|
|
|
$
|
—
|
|
|
336,771
|
|
|
Investments measured at net asset value:
|
|
|
|
|
|
|
|
||||||||
Common/collective trusts (1)
|
|
|
|
|
|
|
122,207
|
|
|||||||
Limited partnerships (1)
|
|
|
|
|
|
|
69,176
|
|
|||||||
Total investments
|
|
|
|
|
|
|
$
|
528,154
|
|
|
Assets at Fair Value as of September 30, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Common stocks
|
$
|
212,785
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
212,785
|
|
Money market funds
|
—
|
|
|
16,419
|
|
|
—
|
|
|
16,419
|
|
||||
Registered investment companies
|
26,326
|
|
|
—
|
|
|
—
|
|
|
26,326
|
|
||||
Government securities:
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities
|
—
|
|
|
19,986
|
|
|
—
|
|
|
19,986
|
|
||||
U.S. treasuries
|
22,930
|
|
|
885
|
|
|
—
|
|
|
23,815
|
|
||||
Corporate bonds
|
—
|
|
|
55,774
|
|
|
—
|
|
|
55,774
|
|
||||
Total investments measured at fair value
|
$
|
262,041
|
|
|
$
|
93,064
|
|
|
$
|
—
|
|
|
355,105
|
|
|
Investments measured at net asset value:
|
|
|
|
|
|
|
|
||||||||
Common/collective trusts (1)
|
|
|
|
|
|
|
108,975
|
|
|||||||
Limited partnerships (1)
|
|
|
|
|
|
|
64,718
|
|
|||||||
Total investments
|
|
|
|
|
|
|
$
|
528,798
|
|
(1)
|
The fair value of our common/collective trusts and limited partnerships are measured using the net asset value per share practical expedient. There are no redemption restrictions, redemption notice periods or unfunded commitments for these investments. The redemption frequency is daily.
|
|
Pension
Liability
|
|
Pension Cost
|
|||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2018
|
|||||
Discount rate(1)
|
2.80
|
%
|
|
3.29
|
%
|
|
3.19
|
%
|
|
4.38
|
%
|
|
4.08
|
%
|
Rate of compensation increase
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
Interest crediting rate
|
4.69
|
%
|
|
4.69
|
%
|
|
4.69
|
%
|
|
4.69
|
%
|
|
4.69
|
%
|
(1)
|
Reflects a weighted average discount rate for pension cost for fiscal 2020 and 2018 due to the settlements during the year.
|
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Accumulated benefit obligation
|
$
|
122,207
|
|
|
$
|
138,772
|
|
Change in projected benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
143,987
|
|
|
$
|
121,370
|
|
Service cost
|
1,074
|
|
|
869
|
|
||
Interest cost
|
4,188
|
|
|
5,127
|
|
||
Actuarial (gain) loss
|
7,386
|
|
|
25,099
|
|
||
Benefits paid
|
(4,766
|
)
|
|
(8,478
|
)
|
||
Settlements
|
(22,729
|
)
|
|
—
|
|
||
Benefit obligation at end of year
|
129,140
|
|
|
143,987
|
|
||
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
—
|
|
|
—
|
|
||
Employer contribution
|
27,495
|
|
|
8,478
|
|
||
Benefits paid
|
(4,766
|
)
|
|
(8,478
|
)
|
||
Settlements
|
(22,729
|
)
|
|
—
|
|
||
Fair value of plan assets at end of year
|
—
|
|
|
—
|
|
||
Reconciliation:
|
|
|
|
||||
Funded status
|
(129,140
|
)
|
|
(143,987
|
)
|
||
Unrecognized prior service cost
|
—
|
|
|
—
|
|
||
Unrecognized net loss
|
—
|
|
|
—
|
|
||
Accrued pension cost
|
$
|
(129,140
|
)
|
|
$
|
(143,987
|
)
|
|
Fiscal Year Ended September 30
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
|
(In thousands)
|
||||||||||
Components of net periodic pension cost:
|
|
|
|
|
|
||||||
Service cost
|
$
|
1,074
|
|
|
$
|
869
|
|
|
$
|
1,332
|
|
Interest cost(1)
|
4,188
|
|
|
5,127
|
|
|
4,988
|
|
|||
Recognized actuarial loss(1)
|
3,945
|
|
|
2,227
|
|
|
3,079
|
|
|||
Settlements(1)
|
9,180
|
|
|
—
|
|
|
4,159
|
|
|||
Net periodic pension cost
|
$
|
18,387
|
|
|
$
|
8,223
|
|
|
$
|
13,558
|
|
(1)
|
The components of net periodic cost other than the service cost component are included in the line item other non-operating income (expense) in the consolidated statements of comprehensive income or are capitalized on the consolidated balance sheets as a regulatory asset or liability, as described in Note 2.
|
|
Pension
Plan
|
|
Supplemental
Plans
|
||||
|
(In thousands)
|
||||||
2021
|
$
|
37,523
|
|
|
$
|
30,021
|
|
2022
|
37,804
|
|
|
17,117
|
|
||
2023
|
39,053
|
|
|
5,124
|
|
||
2024
|
40,036
|
|
|
4,472
|
|
||
2025
|
41,016
|
|
|
32,550
|
|
||
2026-2030
|
204,582
|
|
|
22,308
|
|
|
Actual
Allocation
September 30
|
||
Security Class
|
2020
|
|
2019
|
Diversified investment funds
|
97.4%
|
|
97.1%
|
Cash and cash equivalents
|
2.6%
|
|
2.9%
|
|
Postretirement
Liability
|
|
Postretirement Cost
|
|||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2018
|
|||||
Discount rate
|
2.80
|
%
|
|
3.29
|
%
|
|
3.29
|
%
|
|
4.38
|
%
|
|
3.89
|
%
|
Expected return on plan assets
|
4.94
|
%
|
|
5.14
|
%
|
|
5.14
|
%
|
|
5.33
|
%
|
|
4.29
|
%
|
Initial trend rate
|
6.25
|
%
|
|
6.25
|
%
|
|
6.25
|
%
|
|
6.50
|
%
|
|
7.00
|
%
|
Ultimate trend rate
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Ultimate trend reached in
|
2026
|
|
|
2025
|
|
|
2025
|
|
|
2022
|
|
|
2022
|
|
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
316,033
|
|
|
$
|
265,986
|
|
Service cost
|
13,466
|
|
|
10,810
|
|
||
Interest cost
|
10,612
|
|
|
11,839
|
|
||
Plan participants’ contributions
|
5,849
|
|
|
5,901
|
|
||
Actuarial (gain) loss
|
43,412
|
|
|
39,472
|
|
||
Benefits paid
|
(18,694
|
)
|
|
(17,975
|
)
|
||
Benefit obligation at end of year
|
370,678
|
|
|
316,033
|
|
||
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
201,901
|
|
|
199,361
|
|
||
Actual return on plan assets
|
2,356
|
|
|
1,125
|
|
||
Employer contributions
|
16,833
|
|
|
13,489
|
|
||
Plan participants’ contributions
|
5,849
|
|
|
5,901
|
|
||
Benefits paid
|
(18,694
|
)
|
|
(17,975
|
)
|
||
Fair value of plan assets at end of year
|
208,245
|
|
|
201,901
|
|
||
Reconciliation:
|
|
|
|
||||
Funded status
|
(162,433
|
)
|
|
(114,132
|
)
|
||
Unrecognized transition obligation
|
—
|
|
|
—
|
|
||
Unrecognized prior service cost
|
—
|
|
|
—
|
|
||
Unrecognized net loss
|
—
|
|
|
—
|
|
||
Accrued postretirement cost
|
$
|
(162,433
|
)
|
|
$
|
(114,132
|
)
|
|
Fiscal Year Ended September 30
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
|
(In thousands)
|
||||||||||
Components of net periodic postretirement cost:
|
|
|
|
|
|
||||||
Service cost
|
$
|
13,466
|
|
|
$
|
10,810
|
|
|
$
|
12,078
|
|
Interest cost(1)
|
10,612
|
|
|
11,839
|
|
|
10,907
|
|
|||
Expected return on assets(1)
|
(10,499
|
)
|
|
(10,659
|
)
|
|
(8,006
|
)
|
|||
Amortization of transition obligation(1)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Amortization of prior service cost (credit)(1)
|
173
|
|
|
173
|
|
|
11
|
|
|||
Recognized actuarial gain(1)
|
(1,337
|
)
|
|
(8,178
|
)
|
|
(6,473
|
)
|
|||
Net periodic postretirement cost
|
$
|
12,415
|
|
|
$
|
3,985
|
|
|
$
|
8,517
|
|
(1)
|
The components of net periodic cost other than the service cost component are included in the line item other non-operating income (expense) in the consolidated statements of comprehensive income or are capitalized on the consolidated balance sheets as a regulatory asset or liability, as described in Note 2.
|
|
Assets at Fair Value as of September 30, 2020
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
—
|
|
|
$
|
5,525
|
|
|
$
|
—
|
|
|
$
|
5,525
|
|
Registered investment companies
|
202,720
|
|
|
—
|
|
|
—
|
|
|
202,720
|
|
||||
Total investments measured at fair value
|
$
|
202,720
|
|
|
$
|
5,525
|
|
|
$
|
—
|
|
|
$
|
208,245
|
|
|
Assets at Fair Value as of September 30, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
—
|
|
|
$
|
5,972
|
|
|
$
|
—
|
|
|
$
|
5,972
|
|
Registered investment companies
|
195,929
|
|
|
—
|
|
|
—
|
|
|
195,929
|
|
||||
Total investments measured at fair value
|
$
|
195,929
|
|
|
$
|
5,972
|
|
|
$
|
—
|
|
|
$
|
201,901
|
|
|
Company
Payments
|
|
Retiree
Payments
|
|
Subsidy
Payments
|
|
Total
Postretirement
Benefits
|
||||||||
|
(In thousands)
|
||||||||||||||
2021
|
$
|
22,632
|
|
|
$
|
4,368
|
|
|
$
|
—
|
|
|
$
|
27,000
|
|
2022
|
16,263
|
|
|
4,772
|
|
|
—
|
|
|
21,035
|
|
||||
2023
|
16,590
|
|
|
5,144
|
|
|
—
|
|
|
21,734
|
|
||||
2024
|
17,517
|
|
|
5,651
|
|
|
—
|
|
|
23,168
|
|
||||
2025
|
18,353
|
|
|
6,104
|
|
|
—
|
|
|
24,457
|
|
||||
2026-2030
|
101,158
|
|
|
35,039
|
|
|
—
|
|
|
136,197
|
|
|
2020
|
|
2019
|
|
2018
|
|||||||||||||||
|
Number of
Restricted
Units
|
|
Weighted
Average
Grant-Date
Fair
Value
|
|
Number of
Restricted Units |
|
Weighted
Average
Grant-Date
Fair
Value
|
|
Number of
Restricted Units |
|
Weighted
Average
Grant-Date
Fair
Value
|
|||||||||
Nonvested at beginning of year
|
503,072
|
|
|
$
|
91.66
|
|
|
538,592
|
|
|
$
|
80.91
|
|
|
570,814
|
|
|
$
|
69.45
|
|
Granted
|
199,985
|
|
|
102.34
|
|
|
241,472
|
|
|
98.25
|
|
|
248,710
|
|
|
85.62
|
|
|||
Vested
|
(242,975
|
)
|
|
85.66
|
|
|
(269,347
|
)
|
|
76.71
|
|
|
(274,392
|
)
|
|
64.43
|
|
|||
Forfeited
|
(16,803
|
)
|
|
96.87
|
|
|
(7,645
|
)
|
|
86.37
|
|
|
(6,540
|
)
|
|
74.87
|
|
|||
Nonvested at end of year
|
443,279
|
|
|
$
|
99.28
|
|
|
503,072
|
|
|
$
|
91.66
|
|
|
538,592
|
|
|
$
|
80.91
|
|
|
September 30
|
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Billed accounts receivable
|
$
|
140,259
|
|
|
$
|
126,984
|
|
Unbilled revenue
|
80,699
|
|
|
78,986
|
|
||
Contributions in aid of construction receivable
|
19,821
|
|
|
22,378
|
|
||
Other accounts receivable
|
19,765
|
|
|
18,122
|
|
||
Total accounts receivable
|
260,544
|
|
|
246,470
|
|
||
Less: allowance for doubtful accounts
|
(29,949
|
)
|
|
(15,899
|
)
|
||
Net accounts receivable
|
$
|
230,595
|
|
|
$
|
230,571
|
|
|
September 30
|
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Deferred gas costs
|
$
|
40,593
|
|
|
$
|
23,766
|
|
Prepaid expenses
|
40,340
|
|
|
38,895
|
|
||
Materials and supplies
|
6,829
|
|
|
5,916
|
|
||
Assets from risk management activities
|
5,687
|
|
|
1,586
|
|
||
Other
|
14,456
|
|
|
2,609
|
|
||
Total
|
$
|
107,905
|
|
|
$
|
72,772
|
|
|
September 30
|
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Storage plant
|
$
|
530,985
|
|
|
$
|
431,286
|
|
Transmission plant
|
3,459,765
|
|
|
3,157,316
|
|
||
Distribution plant
|
10,680,495
|
|
|
9,333,011
|
|
||
General plant
|
829,624
|
|
|
799,095
|
|
||
Intangible plant
|
38,297
|
|
|
38,191
|
|
||
|
15,539,166
|
|
|
13,758,899
|
|
||
Construction in progress
|
418,055
|
|
|
421,694
|
|
||
|
15,957,221
|
|
|
14,180,593
|
|
||
Less: accumulated depreciation and amortization
|
(2,601,874
|
)
|
|
(2,392,924
|
)
|
||
Net property, plant and equipment(1)
|
$
|
13,355,347
|
|
|
$
|
11,787,669
|
|
(1)
|
Net property, plant and equipment includes plant acquisition adjustments of $(37.8) million and $(46.7) million at September 30, 2020 and 2019.
|
|
Distribution
|
|
Pipeline and Storage
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Balance as of September 30, 2019
|
$
|
587,604
|
|
|
$
|
143,102
|
|
|
$
|
730,706
|
|
Deferred tax adjustments on prior acquisitions(1)
|
(768
|
)
|
|
1,319
|
|
|
551
|
|
|||
Balance as of September 30, 2020
|
$
|
586,836
|
|
|
$
|
144,421
|
|
|
$
|
731,257
|
|
(1)
|
We annually adjust certain deferred taxes recorded in connection with an acquisition completed in fiscal 2005, which resulted in an increase to goodwill and net deferred tax liabilities of $0.6 million for fiscal 2020.
|
|
September 30
|
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Marketable securities
|
$
|
103,952
|
|
|
$
|
101,883
|
|
Regulatory assets (See Note 2)
|
371,707
|
|
|
260,220
|
|
||
Operating lease right of use assets (See Note 6)
|
227,146
|
|
|
—
|
|
||
Assets from risk management activities
|
74,991
|
|
|
225
|
|
||
Tax receivable
|
—
|
|
|
10,099
|
|
||
Other
|
23,374
|
|
|
18,786
|
|
||
Total
|
$
|
801,170
|
|
|
$
|
391,213
|
|
|
September 30
|
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Trade accounts payable
|
$
|
141,075
|
|
|
$
|
176,581
|
|
Accrued gas payable
|
42,054
|
|
|
36,817
|
|
||
Accrued liabilities
|
52,646
|
|
|
51,626
|
|
||
Total
|
$
|
235,775
|
|
|
$
|
265,024
|
|
|
September 30
|
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Customer credit balances and deposits
|
$
|
56,485
|
|
|
$
|
54,617
|
|
Accrued employee costs
|
57,057
|
|
|
55,216
|
|
||
Deferred gas costs
|
19,985
|
|
|
14,112
|
|
||
Operating lease liabilities (See Note 6)
|
35,716
|
|
|
—
|
|
||
Accrued interest
|
53,554
|
|
|
51,381
|
|
||
Liabilities from risk management activities
|
2,015
|
|
|
4,552
|
|
||
Taxes payable
|
148,292
|
|
|
135,597
|
|
||
Pension and postretirement liabilities
|
29,609
|
|
|
26,197
|
|
||
Regulatory cost of service reserve
|
1,716
|
|
|
4,209
|
|
||
Regulatory cost of removal obligation
|
73,908
|
|
|
55,721
|
|
||
APT annual adjustment mechanism
|
43,893
|
|
|
52,856
|
|
||
Regulatory excess deferred taxes (See Note 13)
|
20,887
|
|
|
21,206
|
|
||
Other
|
3,344
|
|
|
3,837
|
|
||
Total
|
$
|
546,461
|
|
|
$
|
479,501
|
|
|
September 30
|
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Pension and post retirement liabilities
|
$
|
337,303
|
|
|
$
|
279,083
|
|
Operating lease liabilities (See Note 6)
|
201,071
|
|
|
—
|
|
||
Customer advances for construction
|
10,060
|
|
|
12,566
|
|
||
Other regulatory liabilities (See Note 2)
|
17,838
|
|
|
16,120
|
|
||
Asset retirement obligation
|
20,348
|
|
|
17,054
|
|
||
Liabilities from risk management activities
|
—
|
|
|
1,249
|
|
||
APT annual adjustment mechanism
|
13,486
|
|
|
25,545
|
|
||
Unrecognized tax benefits
|
30,921
|
|
|
27,716
|
|
||
Other
|
11,101
|
|
|
20,883
|
|
||
Total
|
$
|
642,128
|
|
|
$
|
400,216
|
|
|
Year Ended September 30
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
|
(In thousands)
|
||||||||||
Equity component of AFUDC
|
$
|
23,493
|
|
|
$
|
11,165
|
|
|
$
|
—
|
|
Performance-based rate program
|
6,771
|
|
|
6,737
|
|
|
6,745
|
|
|||
Pension and other postretirement non-service credit (cost)
|
(3,189
|
)
|
|
3,016
|
|
|
(5,770
|
)
|
|||
Interest income
|
2,932
|
|
|
4,160
|
|
|
1,450
|
|
|||
Community support spending
|
(11,728
|
)
|
|
(4,771
|
)
|
|
(6,053
|
)
|
|||
Miscellaneous
|
(11,108
|
)
|
|
(12,903
|
)
|
|
(6,516
|
)
|
|||
Total
|
$
|
7,171
|
|
|
$
|
7,404
|
|
|
$
|
(10,144
|
)
|
|
Year Ended September 30
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
|
(In thousands)
|
||||||||||
Cash Paid (Received) During The Period For:
|
|
|
|
|
|
||||||
Interest(1)
|
$
|
194,993
|
|
|
$
|
184,852
|
|
|
$
|
169,987
|
|
Income taxes
|
$
|
(3,071
|
)
|
|
$
|
11,467
|
|
|
$
|
6,102
|
|
Non-Cash Transactions:
|
|
|
|
|
|
||||||
Capital expenditures included in current liabilities
|
$
|
113,365
|
|
|
$
|
149,993
|
|
|
$
|
112,211
|
|
|
2020
|
|
2019
|
|
2018
|
||||||
|
(In thousands)
|
||||||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(10,099
|
)
|
State
|
14,193
|
|
|
8,412
|
|
|
11,075
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
143,039
|
|
|
113,331
|
|
|
150,556
|
|
|||
State (1)
|
(11,879
|
)
|
|
17,160
|
|
|
15,330
|
|
|||
TCJA Impact
|
—
|
|
|
—
|
|
|
(158,782
|
)
|
|||
Income tax expense
|
$
|
145,353
|
|
|
$
|
138,903
|
|
|
$
|
8,080
|
|
(1)
|
Includes a non-cash income tax benefit of $21.0 million resulting from the remeasurement of the rate at which state deferred taxes will reverse in the future as discussed below.
|
|
2020
|
|
2019
|
|
2018
|
||||||
|
(In thousands)
|
||||||||||
Tax at statutory rate(1)
|
$
|
156,827
|
|
|
$
|
136,565
|
|
|
$
|
149,730
|
|
Common stock dividends deductible for tax reporting
|
(1,419
|
)
|
|
(1,460
|
)
|
|
(1,745
|
)
|
|||
State taxes (net of federal benefit)
|
22,791
|
|
|
20,202
|
|
|
19,826
|
|
|||
Amortization of excess deferred taxes
|
(16,125
|
)
|
|
(14,085
|
)
|
|
(1,219
|
)
|
|||
Remeasurement due to TCJA
|
—
|
|
|
—
|
|
|
(158,782
|
)
|
|||
Remeasurement due to state deferred tax rate change
|
(20,962
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
4,241
|
|
|
(2,319
|
)
|
|
270
|
|
|||
Income tax expense
|
$
|
145,353
|
|
|
$
|
138,903
|
|
|
$
|
8,080
|
|
(1)
|
Tax expense is calculated at the statutory federal income tax rate of 21.0%, 21.0%, 24.5% for the year ended September 30, 2020, 2019 and 2018.
|
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Employee benefit plans
|
$
|
66,991
|
|
|
$
|
70,929
|
|
Interest rate swaps
|
16,719
|
|
|
33,918
|
|
||
Net operating loss carryforwards
|
476,507
|
|
|
485,133
|
|
||
Charitable and other credit carryforwards
|
8,712
|
|
|
8,241
|
|
||
Regulatory excess deferred tax
|
161,565
|
|
|
165,701
|
|
||
Other
|
73,542
|
|
|
13,186
|
|
||
Total deferred tax assets
|
804,036
|
|
|
777,108
|
|
||
Valuation allowance
|
(1,102
|
)
|
|
(1,894
|
)
|
||
Net deferred tax assets
|
802,934
|
|
|
775,214
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Difference in net book value and net tax value of assets(1)
|
(2,138,966
|
)
|
|
(2,004,516
|
)
|
||
Pension funding
|
(484
|
)
|
|
(4,384
|
)
|
||
Gas cost adjustments
|
(23,209
|
)
|
|
(18,072
|
)
|
||
Other
|
(96,844
|
)
|
|
(48,257
|
)
|
||
Total deferred tax liabilities
|
(2,259,503
|
)
|
|
(2,075,229
|
)
|
||
Net deferred tax liabilities
|
$
|
(1,456,569
|
)
|
|
$
|
(1,300,015
|
)
|
Deferred credits for rate regulated entities
|
$
|
2,537
|
|
|
$
|
2,582
|
|
|
2020
|
|
2019
|
|
2018
|
||||||
|
(In thousands)
|
||||||||||
Unrecognized tax benefits - beginning balance
|
$
|
27,716
|
|
|
$
|
26,203
|
|
|
$
|
23,719
|
|
Increase (decrease) resulting from prior period tax positions
|
(26
|
)
|
|
(923
|
)
|
|
22
|
|
|||
Increase resulting from current period tax positions
|
3,231
|
|
|
2,436
|
|
|
2,462
|
|
|||
Unrecognized tax benefits - ending balance
|
30,921
|
|
|
27,716
|
|
|
26,203
|
|
|||
Less: deferred federal and state income tax benefits
|
(6,493
|
)
|
|
(5,820
|
)
|
|
(5,503
|
)
|
|||
Total unrecognized tax benefits that, if recognized, would impact the effective income tax rate as of the end of the year
|
$
|
24,428
|
|
|
$
|
21,896
|
|
|
$
|
20,700
|
|
|
September 30
|
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Assets from risk management activities, current
|
$
|
5,687
|
|
|
$
|
1,586
|
|
Assets from risk management activities, noncurrent
|
74,991
|
|
|
225
|
|
||
Liabilities from risk management activities, current
|
(2,015
|
)
|
|
(4,552
|
)
|
||
Liabilities from risk management activities, noncurrent
|
—
|
|
|
(1,249
|
)
|
||
Net assets (liabilities)
|
$
|
78,663
|
|
|
$
|
(3,990
|
)
|
|
|
|
|
||||||
|
Balance Sheet Location
|
|
Assets
|
|
Liabilities
|
||||
|
|
|
(In thousands)
|
||||||
September 30, 2020
|
|
|
|
|
|
||||
Designated As Hedges:
|
|
|
|
|
|
||||
Interest rate contracts
|
Deferred charges and other assets /
Deferred credits and other liabilities
|
|
$
|
73,055
|
|
|
$
|
—
|
|
Total
|
|
|
73,055
|
|
|
—
|
|
||
Not Designated As Hedges:
|
|
|
|
|
|
||||
Commodity contracts
|
Other current assets /
Other current liabilities
|
|
5,687
|
|
|
(2,015
|
)
|
||
Commodity contracts
|
Deferred charges and other assets /
Deferred credits and other liabilities
|
|
1,936
|
|
|
—
|
|
||
Total
|
|
|
7,623
|
|
|
(2,015
|
)
|
||
Gross / Net Financial Instruments
|
|
|
$
|
80,678
|
|
|
$
|
(2,015
|
)
|
|
|
|
|
||||||
|
Balance Sheet Location
|
|
Assets
|
|
Liabilities
|
||||
|
|
|
(In thousands)
|
||||||
September 30, 2019
|
|
|
|
|
|
||||
Not Designated As Hedges:
|
|
|
|
|
|
||||
Commodity contracts
|
Other current assets /
Other current liabilities
|
|
$
|
1,586
|
|
|
$
|
(4,552
|
)
|
Commodity contracts
|
Deferred charges and other assets /
Deferred credits and other liabilities
|
|
225
|
|
|
(1,249
|
)
|
||
Total
|
|
|
1,811
|
|
|
(5,801
|
)
|
||
Gross / Net Financial Instruments
|
|
|
$
|
1,811
|
|
|
$
|
(5,801
|
)
|
|
Fiscal Year Ended
September 30
|
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Increase (decrease) in fair value:
|
|
|
|
||||
Interest rate agreements
|
$
|
53,241
|
|
|
$
|
(25,966
|
)
|
Recognition of losses in earnings due to settlements:
|
|
|
|
||||
Interest rate agreements
|
3,647
|
|
|
3,022
|
|
||
Total other comprehensive income (loss) from hedging, net of tax
|
$
|
56,888
|
|
|
$
|
(22,944
|
)
|
|
Interest Rate
Agreements
|
||
|
(In thousands)
|
||
2021
|
$
|
(4,569
|
)
|
2022
|
(4,569
|
)
|
|
2023
|
(4,569
|
)
|
|
2024
|
(4,569
|
)
|
|
2025
|
(4,569
|
)
|
|
Thereafter
|
(91,657
|
)
|
|
Total
|
$
|
(114,502
|
)
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)(1)
|
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|
Netting and
Cash
Collateral
|
|
September 30, 2020
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial instruments
|
$
|
—
|
|
|
$
|
80,678
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
80,678
|
|
Debt and equity securities
|
|
|
|
|
|
|
|
|
|
||||||||||
Registered investment companies
|
37,831
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,831
|
|
|||||
Bond mutual funds
|
29,166
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,166
|
|
|||||
Bonds(2)
|
—
|
|
|
32,900
|
|
|
—
|
|
|
—
|
|
|
32,900
|
|
|||||
Money market funds
|
—
|
|
|
4,055
|
|
|
—
|
|
|
—
|
|
|
4,055
|
|
|||||
Total debt and equity securities
|
66,997
|
|
|
36,955
|
|
|
—
|
|
|
—
|
|
|
103,952
|
|
|||||
Total assets
|
$
|
66,997
|
|
|
$
|
117,633
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
184,630
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial instruments
|
$
|
—
|
|
|
$
|
2,015
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,015
|
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)(1)
|
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|
Netting and
Cash
Collateral
|
|
September 30, 2019
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial instruments
|
$
|
—
|
|
|
$
|
1,811
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,811
|
|
Debt and equity securities
|
|
|
|
|
|
|
|
|
|
||||||||||
Registered investment companies
|
41,406
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,406
|
|
|||||
Bond mutual funds
|
25,966
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,966
|
|
|||||
Bonds(2)
|
—
|
|
|
31,915
|
|
|
—
|
|
|
—
|
|
|
31,915
|
|
|||||
Money market funds
|
—
|
|
|
2,596
|
|
|
—
|
|
|
—
|
|
|
2,596
|
|
|||||
Total debt and equity securities
|
67,372
|
|
|
34,511
|
|
|
—
|
|
|
—
|
|
|
101,883
|
|
|||||
Total assets
|
$
|
67,372
|
|
|
$
|
36,322
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
103,694
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial instruments
|
$
|
—
|
|
|
$
|
5,801
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,801
|
|
(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 which are valued at cost.
|
(2)
|
Our investments in bonds are considered available-for-sale debt securities in accordance with current accounting guidance.
|
|
September 30, 2020
|
||
|
(In thousands)
|
||
Carrying Amount
|
$
|
4,560,000
|
|
Fair Value
|
$
|
5,597,183
|
|
|
Quarter Ended
|
||||||||||||||
|
December 31
|
|
March 31
|
|
June 30
|
|
September 30
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Fiscal year 2020:
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
|
|
|
|
|
|
||||||||
Distribution
|
$
|
828,504
|
|
|
$
|
933,005
|
|
|
$
|
435,308
|
|
|
$
|
430,176
|
|
Pipeline and storage
|
148,176
|
|
|
146,237
|
|
|
158,008
|
|
|
156,918
|
|
||||
Intersegment eliminations
|
(101,117
|
)
|
|
(101,577
|
)
|
|
(100,321
|
)
|
|
(112,180
|
)
|
||||
Total operating revenues
|
875,563
|
|
|
977,665
|
|
|
492,995
|
|
|
474,914
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Purchased gas cost
|
296,868
|
|
|
317,883
|
|
|
26,072
|
|
|
18,031
|
|
||||
Operating income
|
252,781
|
|
|
331,438
|
|
|
139,035
|
|
|
100,845
|
|
||||
Net Income
|
178,673
|
|
|
239,646
|
|
|
117,791
|
|
|
65,333
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net income per share
|
$
|
1.47
|
|
|
$
|
1.95
|
|
|
$
|
0.96
|
|
|
$
|
0.53
|
|
Diluted net income per share
|
$
|
1.47
|
|
|
$
|
1.95
|
|
|
$
|
0.96
|
|
|
$
|
0.53
|
|
|
Quarter Ended
|
||||||||||||||
|
December 31
|
|
March 31
|
|
June 30
|
|
September 30
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Fiscal year 2019:
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
|
|
|
|
|
|
||||||||
Distribution
|
$
|
838,835
|
|
|
$
|
1,057,889
|
|
|
$
|
444,944
|
|
|
$
|
403,793
|
|
Pipeline and storage
|
134,470
|
|
|
135,650
|
|
|
149,198
|
|
|
147,706
|
|
||||
Intersegment eliminations
|
(95,523
|
)
|
|
(98,894
|
)
|
|
(108,404
|
)
|
|
(107,816
|
)
|
||||
Total operating revenues
|
877,782
|
|
|
1,094,645
|
|
|
485,738
|
|
|
443,683
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Purchased gas cost
|
342,165
|
|
|
471,676
|
|
|
31,326
|
|
|
13,670
|
|
||||
Operating income
|
236,464
|
|
|
297,677
|
|
|
122,202
|
|
|
89,715
|
|
||||
Net Income
|
157,646
|
|
|
214,888
|
|
|
80,466
|
|
|
58,406
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net income per share
|
$
|
1.38
|
|
|
$
|
1.83
|
|
|
$
|
0.68
|
|
|
$
|
0.49
|
|
Diluted net income per share
|
$
|
1.38
|
|
|
$
|
1.82
|
|
|
$
|
0.68
|
|
|
$
|
0.49
|
|
ITEM 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
|
ITEM 9A.
|
Controls and Procedures.
|
/s/ JOHN K. AKERS
|
|
/s/ CHRISTOPHER T. FORSYTHE
|
John K. Akers
|
|
Christopher T. Forsythe
|
President, Chief Executive Officer and Director
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
November 13, 2020
|
|
|
ITEM 9B.
|
Other Information.
|
ITEM 10.
|
Directors, Executive Officers and Corporate Governance.
|
Name
|
|
Age
|
|
Years of
Service
|
|
Office Currently Held
|
Kim R. Cocklin
|
|
69
|
|
14
|
|
Executive Chairman of the Board
|
John K. Akers
|
|
57
|
|
29
|
|
President, Chief Executive Officer and Director
|
Christopher T. Forsythe
|
|
49
|
|
17
|
|
Senior Vice President and Chief Financial Officer
|
David J. Park
|
|
49
|
|
26
|
|
Senior Vice President, Utility Operations
|
Karen E. Hartsfield
|
|
50
|
|
5
|
|
Senior Vice President, General Counsel and Corporate Secretary
|
John M. Robbins
|
|
50
|
|
7
|
|
Senior Vice President, Human Resources
|
ITEM 11.
|
Executive Compensation.
|
ITEM 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
ITEM 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
ITEM 14.
|
Principal Accountant Fees and Services.
|
ITEM 15.
|
Exhibits and Financial Statement Schedules.
|
Exhibit
Number
|
|
Description
|
|
Page Number or
Incorporation by
Reference to
|
|
|
Articles of Incorporation and Bylaws
|
|
|
3.1
|
|
Restated Articles of Incorporation of Atmos Energy Corporation - Texas (As Amended Effective February 3, 2010)
|
|
|
3.2
|
|
Restated Articles of Incorporation of Atmos Energy Corporation - Virginia (As Amended Effective February 3, 2010)
|
|
|
3.3
|
|
Amended and Restated Bylaws of Atmos Energy Corporation (as of February 5, 2019)
|
|
|
|
|
Instruments Defining Rights of Security Holders, Including Indentures
|
|
|
4.1(a)
|
|
Specimen Common Stock Certificate (Atmos Energy Corporation)
|
|
|
4.1(b)
|
|
Description of Registrant's Securities
|
|
|
4.2
|
|
Indenture dated as of November 15, 1995 between United Cities Gas Company and Bank of America Illinois, Trustee
|
|
|
4.3
|
|
Indenture dated as of July 15, 1998 between Atmos Energy Corporation and U.S. Bank Trust National Association, Trustee
|
|
|
4.4
|
|
Indenture dated as of May 22, 2001 between Atmos Energy Corporation and SunTrust Bank, Trustee
|
|
|
4.5
|
|
Indenture dated as of March 26, 2009 between Atmos Energy Corporation and U.S. Bank National Corporation, Trustee
|
|
|
4.6(a)
|
|
Debenture Certificate for the 6 3/4% Debentures due 2028
|
|
|
4.6(b)
|
|
Global Security for the 5.95% Senior Notes due 2034
|
|
|
4.6(c)
|
|
Global Security for the 5.5% Senior Notes due 2041
|
|
|
4.6(d)
|
|
Global Security for the 4.15% Senior Notes due 2043
|
|
|
4.6(e)
|
|
Global Security for the 4.125% Senior Notes due 2044
|
|
|
4.6(f)
|
|
Global Security for the 3.000% Senior Notes due 2027
|
|
|
4.6(g)
|
|
Global Security for the 4.125% Senior Notes due 2044
|
|
|
4.6(h)
|
|
Global Security for the 4.300% Senior Notes due 2048
|
|
|
4.6(i)
|
|
Global Security for the 4.300% Senior Notes due 2048
|
|
|
4.6(j)
|
|
Global Security for the 4.125% Senior Notes due 2049
|
|
|
4.6(k)
|
|
Global Security for the 2.625% Senior Notes due 2029
|
|
4.6(l)
|
|
Global Security for the 3.375% Senior Notes due 2049
|
|
|
4.6(m)
|
|
Global Security for the 1.500% Senior Notes due 2031
|
|
|
4.6(n)
|
|
Global Security for the 1.500% Senior Notes due 2031
|
|
|
|
|
Material Contracts
|
|
|
10.1(a)
|
|
Revolving Credit Agreement, dated as of September 25, 2015 among Atmos Energy Corporation, the Lenders from time to time parties thereto, Crédit Agricole Corporate and Investment Bank as Administrative Agent, and Mizuho Bank Ltd., as Syndication Agent
|
|
|
10.1(b)
|
|
First Amendment to Revolving Credit Agreement, dated as of October 5, 2016, by and among Atmos Energy Corporation, the lenders from time to time parties thereto (the "Lenders") and Credit Agricole Corporate and Investment Bank, in its capacity as administrative agent for the Lenders
|
|
|
10.1(c)
|
|
Second Amendment to Revolving Credit Agreement, dated as of September 7, 2017, by and among Atmos Energy Corporation, the lenders from time to time parties thereto (the "Lenders") and Credit Agricole Corporate and Investment Bank, in its capacity as administrative agent for the Lenders
|
|
|
10.2
|
|
Term Loan Agreement, dated as of April 9, 2020, among Atmos Energy Corporation, Credit Agricole Corporate and Investment Bank, as the Administrative Agent, Canadian Imperial Bank of Commerce, New York Branch, as Syndication Agent, Credit Agricole Corporate and Investment Bank and Canadian Imperial Bank of Commerce, New York Branch, as Joint Lead Arrangers and Joint-Bookrunners, and the lenders named therein
|
|
|
10.3
|
|
364-Day Revolving Credit Agreement, dated as of April 23, 2020, among Atmos Energy Corporation, Mizuho Bank, Ltd., as the Administrative Agent, the agents, arrangers and bookrunners named therein, and the lenders named therein
|
|
|
10.4(a)
|
|
Equity Distribution Agreement, dated as of February 12, 2020, among Atmos Energy Corporation and the Managers and Forward Purchasers named in Schedule A thereto
|
|
|
10.4(b)
|
|
Form of Master Forward Sale Confirmation
|
|
|
|
|
Executive Compensation Plans and Arrangements
|
|
|
10.5(a)*
|
|
Form of Atmos Energy Corporation Change in Control Severance Agreement - Tier I
|
|
|
10.5(b)*
|
|
Form of Atmos Energy Corporation Change in Control Severance Agreement - Tier II
|
|
|
10.6(a)*
|
|
Atmos Energy Corporation Executive Retiree Life Plan
|
|
10.6(b)*
|
|
Amendment No. 1 to the Atmos Energy Corporation Executive Retiree Life Plan
|
|
|
10.7*
|
|
Atmos Energy Corporation Annual Incentive Plan for Management (as amended and restated October 1, 2016)
|
|
|
10.8(a)*
|
|
Atmos Energy Corporation Supplemental Executive Benefits Plan, Amended and Restated in its Entirety August 7, 2007
|
|
|
10.8(b)*
|
|
Form of Individual Trust Agreement for the Supplemental Executive Benefits Plan
|
|
|
10.9(a)*
|
|
Atmos Energy Corporation Supplemental Executive Retirement Plan (As Amended and Restated, Effective as of January 1, 2016)
|
|
|
10.9(b)*
|
|
Atmos Energy Corporation Performance-Based Supplemental Executive Benefits Plan Trust Agreement, Effective Date December 1, 2000
|
|
|
10.10*
|
|
Atmos Energy Corporation Account Balance Supplemental Executive Retirement Plan (As Amended and Restated, Effective as of January 1, 2016)
|
|
|
10.11(a)*
|
|
Mini-Med/Dental Benefit Extension Agreement dated October 1, 1994
|
|
|
10.11(b)*
|
|
Amendment No. 1 to Mini-Med/Dental Benefit Extension Agreement dated August 14, 2001
|
|
|
10.11(c)*
|
|
Amendment No. 2 to Mini-Med/Dental Benefit Extension Agreement dated December 31, 2002
|
|
|
10.12*
|
|
Atmos Energy Corporation Equity Incentive and Deferred Compensation Plan for Non-Employee Directors, Amended and Restated as of January 1, 2012
|
|
|
10.13(a)*
|
|
Atmos Energy Corporation 1998 Long-Term Incentive Plan (as amended and restated November 6, 2019)
|
|
|
10.13(b)*
|
|
|
|
|
10.13(c)*
|
|
|
|
|
10.13(d)*
|
|
Form of Non-Employee Director Award Agreement of Time-Lapse Restricted Stock Units Under the Atmos Energy Corporation 1998 Long-Term Incentive Plan
|
|
|
10.13(e)*
|
|
Form of Non-Employee Director Award Agreement of Stock Unit Awards Under The Atmos Energy Corporation 1998 Long-Term Incentive Plan
|
|
|
|
|
Other Exhibits, as indicated
|
|
|
21
|
|
|
|
|
23.1
|
|
|
|
|
24
|
|
Power of Attorney
|
|
Signature page of Form 10-K for fiscal year ended September 30, 2020
|
31
|
|
|
|
|
32
|
|
|
|
|
|
|
Interactive Data File
|
|
|
101.INS
|
|
XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
||
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema
|
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Labels Linkbase
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase
|
|
|
104
|
|
Cover Page Interactive Data File - the cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document
|
*
|
This exhibit constitutes a "management contract or compensatory plan, contract, or arrangement."
|
**
|
These certifications pursuant to 18 U.S.C. Section 1350 by the Company’s Chief Executive Officer and Chief Financial Officer, furnished as Exhibit 32 to this Annual Report on Form 10-K, will not be deemed to be filed with the Securities and Exchange Commission or incorporated by reference into any filing by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates such certifications by reference.
|
ITEM 16.
|
Form 10-K Summary.
|
|
|
|
|
ATMOS ENERGY CORPORATION
|
|
|
|
|
(Registrant)
|
|
|
|
||
|
|
By:
|
|
/s/ CHRISTOPHER T. FORSYTHE
|
|
|
|
|
Christopher T. Forsythe
Senior Vice President and Chief Financial Officer
|
/s/ KIM R. COCKLIN
|
|
Executive Chairman of the Board
|
|
November 13, 2020
|
Kim R. Cocklin
|
|
|
|
|
|
|
|
|
|
/s/ JOHN K. AKERS
|
|
President, Chief Executive Officer and Director
|
|
November 13, 2020
|
John K. Akers
|
|
|
|
|
|
|
|
||
/s/ CHRISTOPHER T. FORSYTHE
|
|
Senior Vice President and Chief Financial Officer
|
|
November 13, 2020
|
Christopher T. Forsythe
|
|
|
|
|
|
|
|
||
/s/ RICHARD M. THOMAS
|
|
Vice President and Controller (Principal Accounting Officer)
|
|
November 13, 2020
|
Richard M. Thomas
|
|
|
|
|
|
|
|
||
/s/ ROBERT W. BEST
|
|
Director
|
|
November 13, 2020
|
Robert W. Best
|
|
|
|
|
|
|
|
||
/s/ KELLY H. COMPTON
|
|
Director
|
|
November 13, 2020
|
Kelly H. Compton
|
|
|
|
|
|
|
|
||
/s/ SEAN DONOHUE
|
|
Director
|
|
November 13, 2020
|
Sean Donohue
|
|
|
|
|
|
|
|
|
|
/s/ RAFAEL G. GARZA
|
|
Director
|
|
November 13, 2020
|
Rafael G. Garza
|
|
|
|
|
|
|
|
||
/s/ RICHARD K. GORDON
|
|
Director
|
|
November 13, 2020
|
Richard K. Gordon
|
|
|
|
|
|
|
|
||
/s/ ROBERT C. GRABLE
|
|
Director
|
|
November 13, 2020
|
Robert C. Grable
|
|
|
|
|
|
|
|
||
/s/ NANCY K. QUINN
|
|
Director
|
|
November 13, 2020
|
Nancy K. Quinn
|
|
|
|
|
|
|
|
||
/s/ RICHARD A. SAMPSON
|
|
Director
|
|
November 13, 2020
|
Richard A. Sampson
|
|
|
|
|
|
|
|
||
/s/ STEPHEN R. SPRINGER
|
|
Director
|
|
November 13, 2020
|
Stephen R. Springer
|
|
|
|
|
|
|
|
||
/s/ DIANA J. WALTERS
|
|
Director
|
|
November 13, 2020
|
Diana J. Walters
|
|
|
|
|
|
|
|
|
|
/s/ RICHARD WARE II
|
|
Director
|
|
November 13, 2020
|
Richard Ware II
|
|
|
|
|
|
|
|
|
|
/s/ FRANK YOHO
|
|
Director
|
|
November 13, 2020
|
Frank Yoho
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
|
||||||||||||
|
Balance at
beginning
of period
|
|
Charged to
cost &
expenses
|
|
Charged to
other
accounts
|
|
Deductions
|
|
|
Balance
at end
of period
|
||||||||||
|
|
|
(In thousands)
|
|
|
|
|
|
||||||||||||
2020
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
15,899
|
|
|
$
|
23,837
|
|
|
$
|
—
|
|
|
$
|
9,787
|
|
(1)
|
|
$
|
29,949
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
14,795
|
|
|
$
|
17,633
|
|
|
$
|
—
|
|
|
$
|
16,529
|
|
(1)
|
|
$
|
15,899
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
10,865
|
|
|
$
|
14,894
|
|
|
$
|
—
|
|
|
$
|
10,964
|
|
(1)
|
|
$
|
14,795
|
|
(1)
|
Uncollectible accounts written off.
|
4.
|
Forfeiture of Units.
|
5.
|
Removal of Restrictions.
|
Performance-Based Restricted Stock Units
Performance Schedule for Grant of Performance Period FY
|
||
Performance Level
|
Cumulative 3-Yr. EPS
|
Restricted Stock Units Earned
|
Below Threshold
|
Less than $
|
0%
|
Threshold
|
$
|
50%
|
Target
|
$
|
100%
|
Maximum
|
$
|
200%
|
4.
|
Forfeiture of Units.
|
5.
|
Removal of Restrictions.
|
6.
|
Credit of Dividend Equivalents.
|
|
|
|
|
|
Name
|
|
State of
Incorporation
|
|
Percent of
Ownership
|
ATMOS ENERGY HOLDINGS, INC.
(wholly owned by Atmos Energy Corporation)
|
|
Delaware
|
|
100%
|
|
|
|
||
BLUE FLAME INSURANCE SERVICES, LTD
(wholly owned by Atmos Energy Corporation)
|
|
Bermuda
|
|
100%
|
|
|
|
|
|
ATMOS ENERGY LOUISIANA INDUSTRIAL GAS, LLC
(a limited liability company)
(wholly owned by Atmos Energy Holdings, Inc.)
|
|
Delaware
|
|
100%
|
|
|
|
||
ATMOS ENERGY SERVICES, LLC
(a limited liability company)
(wholly owned by Atmos Energy Holdings, Inc.)
|
|
Delaware
|
|
100%
|
|
|
|
||
EGASCO, LLC
(a limited liability company)
(wholly owned by Atmos Energy Holdings, Inc.)
|
|
Texas
|
|
100%
|
|
|
|
||
ATMOS POWER SYSTEMS, INC.
(wholly owned by Atmos Energy Holdings, Inc.)
|
|
Georgia
|
|
100%
|
|
|
|
||
ATMOS PIPELINE AND STORAGE, LLC
(a limited liability company)
(wholly owned by Atmos Energy Holdings, Inc.)
|
|
Delaware
|
|
100%
|
|
|
|
||
UCG STORAGE, INC.
(wholly owned by Atmos Pipeline and Storage, LLC)
|
|
Delaware
|
|
100%
|
|
|
|
||
WKG STORAGE, INC.
(wholly owned by Atmos Pipeline and Storage, LLC)
|
|
Delaware
|
|
100%
|
|
|
|
||
ATMOS EXPLORATION AND PRODUCTION, INC.
(wholly owned by Atmos Pipeline and Storage, LLC)
|
|
Delaware
|
|
100%
|
|
|
|
|
|
TRANS LOUISIANA GAS PIPELINE, INC.
(wholly owned by Atmos Pipeline and Storage, LLC)
|
|
Louisiana
|
|
100%
|
|
|
|
||
TRANS LOUISIANA GAS STORAGE, INC.
(wholly owned by Atmos Pipeline and Storage, LLC)
|
|
Delaware
|
|
100%
|
|
|
|
||
ATMOS GATHERING COMPANY, LLC
(a limited liability company)
(wholly owned by Atmos Pipeline and Storage, LLC)
|
|
Delaware
|
|
100%
|
|
|
|
||
PHOENIX GAS GATHERING COMPANY
(wholly owned by Atmos Gathering Company, LLC)
|
|
Delaware
|
|
100%
|
|
|
|
||
FORT NECESSITY GAS STORAGE, LLC
(a limited liability company)
(wholly owned by Atmos Pipeline and Storage, LLC)
|
|
Delaware
|
|
100%
|
1.
|
I have reviewed this Annual Report on Form 10-K 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.
|
/s/ JOHN K. AKERS
|
|
|
John K. Akers
|
|
|
President and
|
|
|
Chief Executive Officer
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K 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.
|
/s/ CHRISTOPHER T. FORSYTHE
|
|
|
Christopher T. Forsythe
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
(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.
|
/s/ JOHN K. AKERS
|
|
|
John K. Akers
|
|
|
President and
|
|
|
Chief Executive Officer
|
|
|
(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.
|
/s/ CHRISTOPHER T. FORSYTHE
|
|
|
Christopher T. Forsythe
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|