UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30,December 31, 2018
or
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                    to                    
Commission File Number 1-10042
Atmos Energy Corporation
(Exact name of registrant as specified in its charter)
 
Texas and Virginia 75-1743247
(State or other jurisdiction of
incorporation or organization)
 
(IRS employer
identification no.)
  
Three Lincoln Centre, Suite 1800
5430 LBJ Freeway, Dallas, Texas
 
75240
(Zip code)
(Address of principal executive offices)  
(972) 934-9227
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer  þ
  
Accelerated Filer  ¨
  
Non-Accelerated Filer  ¨
  
Smaller Reporting Company  ¨
 
Emerging growth company ¨
(Do not check if a smaller reporting company)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes  ¨    No  þ
Number of shares outstanding of each of the issuer’s classes of common stock, as of August 3, 2018.January 30, 2019.
Class  Shares Outstanding
No Par Value  111,200,632116,897,373


GLOSSARY OF KEY TERMS
 
  
Adjusted diluted EPS from continuing operationsnet income per shareNon-GAAP measure defined as diluted earningsnet income per share from continuing operations before the one-time, non-cash income tax benefit
Adjusted net income from continuing operationsNon-GAAP measure defined as net income from continuing operations before the one-time, non-cash income tax benefit
AECAtmos Energy Corporation
AEHAtmos Energy Holdings, Inc.
AEMAtmos Energy Marketing, LLC
AOCIAccumulated other comprehensive income
ARMAnnual Rate Mechanism
ASCAccounting Standards Codification
BcfBillion cubic feet
Contribution MarginNon-GAAP measure defined as operating revenues less purchased gas cost
DARRDallas Annual Rate Review
ERISAEmployee Retirement Income Security Act of 1974
FASBFinancial Accounting Standards Board
FERCFederal Energy Regulatory Commission
GAAPGenerally Accepted Accounting Principles
GRIPGas Reliability Infrastructure Program
GSRSGas System Reliability Surcharge
McfThousand cubic feet
MMcfMillion cubic feet
Moody’sMoody’s Investors Services, Inc.
NTSBNational Transportation Safety Board
PPAPension Protection Act of 2006
PRPPipeline Replacement Program
RRCRailroad Commission of Texas
RRMRate Review Mechanism
RSCRate Stabilization Clause
S&PStandard & Poor’s Corporation
SAVESteps to Advance Virginia Energy
SECUnited States Securities and Exchange Commission
SGRSupplemental Growth Filing
SIRSystem Integrity Rider
SRFStable Rate Filing
SSIRSystem Safety and Integrity Rider
TCJATax Cuts and Jobs Act of 2017
WNAWeather Normalization Adjustment


PART I. FINANCIAL INFORMATION
Item 1.Financial Statements
ATMOS ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS 
June 30,
2018
 September 30,
2017
December 31,
2018
 September 30,
2018
(Unaudited)  (Unaudited)  
(In thousands, except
share data)
(In thousands, except
share data)
ASSETS      
Property, plant and equipment$12,260,376
 $11,301,304
$12,948,229
 $12,567,373
Less accumulated depreciation and amortization2,188,516
 2,042,122
2,250,000
 2,196,226
Net property, plant and equipment10,071,860
 9,259,182
10,698,229
 10,371,147
Current assets      
Cash and cash equivalents20,930
 26,409
218,197
 13,771
Accounts receivable, net253,546
 222,263
478,373
 253,295
Gas stored underground126,010
 184,653
146,552
 165,732
Other current assets52,369
 106,321
69,616
 46,055
Total current assets452,855
 539,646
912,738
 478,853
Goodwill730,132
 730,132
730,419
 730,419
Deferred charges and other assets252,777
 220,636
274,403
 294,018
$11,507,624
 $10,749,596
$12,615,789
 $11,874,437
CAPITALIZATION AND LIABILITIES      
Shareholders’ equity      
Common stock, no par value (stated at $0.005 per share); 200,000,000 shares authorized; issued and outstanding: June 30, 2018 — 111,195,448 shares; September 30, 2017 — 106,104,634 shares$556
 $531
Common stock, no par value (stated at $0.005 per share); 200,000,000 shares authorized; issued and outstanding: December 31, 2018 — 116,892,959 shares; September 30, 2018 — 111,273,683 shares$584
 $556
Additional paid-in capital2,964,043
 2,536,365
3,476,476
 2,974,926
Accumulated other comprehensive loss(76,381) (105,254)(114,115) (83,647)
Retained earnings1,871,334
 1,467,024
1,985,250
 1,878,116
Shareholders’ equity4,759,552
 3,898,666
5,348,195
 4,769,951
Long-term debt2,618,315
 3,067,045
3,084,779
 2,493,665
Total capitalization7,377,867
 6,965,711
8,432,974
 7,263,616
Current liabilities      
Accounts payable and accrued liabilities198,172
 233,050
301,734
 217,283
Other current liabilities573,012
 332,648
578,764
 547,068
Short-term debt244,777
 447,745

 575,780
Current maturities of long-term debt450,000
 
575,000
 575,000
Total current liabilities1,465,961
 1,013,443
1,455,498
 1,915,131
Deferred income taxes1,133,622
 1,878,699
1,191,824
 1,154,067
Regulatory excess deferred taxes (See Note 6)733,509
 
Regulatory excess deferred taxes (See Note 13)717,758
 739,670
Regulatory cost of removal obligation482,001
 485,420
468,825
 466,405
Pension and postretirement liabilities239,946
 230,588
176,582
 177,520
Deferred credits and other liabilities74,718
 175,735
172,328
 158,028
$11,507,624
 $10,749,596
$12,615,789
 $11,874,437
See accompanying notes to condensed consolidated financial statements.


ATMOS ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
Three Months Ended 
 June 30
Three Months Ended 
 December 31
2018 20172018 2017
(Unaudited)
(In thousands, except per
share data)
(Unaudited)
(In thousands, except per
share data)
Operating revenues      
Distribution segment$535,488
 $494,060
$838,835
 $860,792
Pipeline and storage segment127,633
 117,283
134,470
 126,463
Intersegment eliminations(100,876) (84,842)(95,523) (98,063)
Total operating revenues562,245
 526,501
877,782
 889,192
      
Purchased gas cost      
Distribution segment230,887
 197,767
437,732
 463,758
Pipeline and storage segment561
 1,251
(358) 912
Intersegment eliminations(100,562) (84,842)(95,209) (97,753)
Total purchased gas cost130,886
 114,176
342,165
 366,917
Operation and maintenance expense145,075
 128,690
138,600
 129,045
Depreciation and amortization expense90,671
 80,023
96,065
 88,374
Taxes, other than income72,620
 62,948
64,488
 62,773
Operating income122,993
 140,664
236,464
 242,083
Miscellaneous expense(2,003) (289)
Other non-operating expense(7,723) (2,557)
Interest charges23,349
 28,498
27,849
 31,509
Income before income taxes97,641
 111,877
200,892
 208,017
Income tax expense26,448
 41,069
Income tax expense (benefit)43,246
 (106,115)
Net income$71,193
 $70,808
$157,646
 $314,132
Basic and diluted net income per share$0.64
 $0.67
Basic net income per share$1.38
 $2.89
Diluted net income per share$1.38
 $2.89
Cash dividends per share$0.485
 $0.450
$0.525
 $0.485
Basic and diluted weighted average shares outstanding111,851
 106,364
Basic weighted average shares outstanding113,800
 108,564
Diluted weighted average shares outstanding113,832
 108,564
   
Net income$157,646
 $314,132
Other comprehensive income (loss), net of tax   
Net unrealized holding losses on available-for-sale securities, net of tax of $0 and $62 (See Note 2)
 (107)
Cash flow hedges:   
Amortization and unrealized loss on interest rate agreements, net of tax of $6,580 and $549(22,258) (955)
Total other comprehensive loss(22,258) (1,062)
Total comprehensive income$135,388
 $313,070
See accompanying notes to condensed consolidated financial statements.


ATMOS ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
    
 Nine Months Ended 
 June 30
 2018 2017
 
(Unaudited)
(In thousands, except per
share data)
Operating revenues   
Distribution segment$2,595,571
 $2,211,257
Pipeline and storage segment375,051
 339,207
Intersegment eliminations(299,776) (255,609)
Total operating revenues2,670,846
 2,294,855
    
Purchased gas cost   
Distribution segment1,421,698
 1,106,209
Pipeline and storage segment1,906
 2,331
Intersegment eliminations(298,841) (255,565)
Total purchased gas cost1,124,763
 852,975
Operation and maintenance expense435,715
 385,867
Depreciation and amortization expense268,426
 234,648
Taxes, other than income208,400
 185,611
Operating income633,542
 635,754
Miscellaneous expense(4,291) (450)
Interest charges82,162
 86,472
Income from continuing operations before income taxes547,089
 548,832
Income tax (benefit) expense(17,228) 201,974
Income from continuing operations564,317
 346,858
Income from discontinued operations, net of tax ($0 and $6,841)
 10,994
Gain on sale of discontinued operations, net of tax ($0 and $10,215)
 2,716
Net income$564,317
 $360,568
Basic and diluted net income per share   
Income per share from continuing operations$5.09
 $3.27
Income per share from discontinued operations
 0.13
Net income per share - basic and diluted$5.09
 $3.40
Cash dividends per share$1.455
 $1.350
Basic and diluted weighted average shares outstanding110,707
 105,862
See accompanying notes to condensed consolidated financial statements.



ATMOS ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 Three Months Ended 
 June 30
 Nine Months Ended 
 June 30
 2018 2017 2018 2017
 
(Unaudited)
(In thousands)
Net income$71,193
 $70,808
 $564,317
 $360,568
Other comprehensive income (loss), net of tax       
Net unrealized holding gains (losses) on available-for-sale securities, net of tax of $92, $490, $(246) and $893310
 851
 (736) 1,553
Cash flow hedges:       
Amortization and unrealized gain (loss) on interest rate agreements, net of tax of $2,460, $(10,667), $8,486 and $44,1948,320
 (18,556) 29,609
 76,888
Net unrealized gains on commodity cash flow hedges, net of tax of $0, $0, $0 and $3,183
 
 
 4,982
Total other comprehensive income (loss)8,630
 (17,705) 28,873
 83,423
Total comprehensive income$79,823
 $53,103
 $593,190
 $443,991

See accompanying notes to condensed consolidated financial statements.


ATMOS ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Nine Months Ended 
 June 30
Three Months Ended 
 December 31
2018 20172018 2017
(Unaudited)
(In thousands)
(Unaudited)
(In thousands)
Cash Flows From Operating Activities      
Net income$564,317
 $360,568
$157,646
 $314,132
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization expense268,426
 234,833
96,065
 88,374
Deferred income taxes139,852
 188,256
40,339
 53,149
One-time income tax benefit(165,522) 

 (161,884)
Gain on sale of discontinued operations
 (12,931)
Discontinued cash flow hedging for natural gas marketing commodity contracts
 (10,579)
Other18,007
 14,892
6,231
 6,915
Net assets / liabilities from risk management activities912
 25,661
(2,458) 2,030
Net change in operating assets and liabilities209,304
 (55,139)(133,139) (129,478)
Net cash provided by operating activities1,035,296
 745,561
164,684
 173,238
Cash Flows From Investing Activities      
Capital expenditures(1,088,472) (812,148)(416,404) (383,238)
Acquisition
 (86,128)
Proceeds from the sale of discontinued operations3,000
 140,253
Available-for-sale securities activities, net(7,857) (14,329)
Use tax refund
 18,562
Debt and equity securities activities, net(963) (135)
Other, net6,105
 6,435
2,074
 2,001
Net cash used in investing activities(1,087,224) (747,355)(415,293) (381,372)
Cash Flows From Financing Activities      
Net decrease in short-term debt(202,968) (571,238)(575,780) (110,929)
Net proceeds from equity offering395,092
 98,755
494,734
 395,099
Issuance of common stock through stock purchase and employee retirement plans15,850
 22,673
4,241
 5,660
Proceeds from issuance of long-term debt
 884,911
596,994
 
Settlement of interest rate agreements
 (36,996)
Interest rate agreements cash collateral
 25,670
Repayment of long-term debt
 (250,000)
Cash dividends paid(160,007) (143,075)(58,722) (51,837)
Debt issuance costs
 (6,663)(6,432) 
Other(1,518) 

 (1,518)
Net cash provided by financing activities46,449
 24,037
455,035
 236,475
Net increase (decrease) in cash and cash equivalents(5,479) 22,243
Net increase in cash and cash equivalents204,426
 28,341
Cash and cash equivalents at beginning of period26,409
 47,534
13,771
 26,409
Cash and cash equivalents at end of period$20,930
 $69,777
$218,197
 $54,750

See accompanying notes to condensed consolidated financial statements.


ATMOS ENERGY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June 30,December 31, 2018
1.    Nature of Business
Atmos Energy Corporation (“Atmos Energy” or the “Company”) isand its subsidiaries are engaged in the regulated natural gas distribution and pipeline and storage businesses. Our distribution business is subject to federal and state regulation and/or regulation by local authorities in each of the states in which our regulated divisions and subsidiaries operate.
Our distribution business delivers natural gas through sales and transportation arrangements to over three million residential, commercial, public authority and industrial customers through our six regulated distribution divisions, which at June 30,December 31, 2018, covered service areas located in eight states.
Our pipeline and storage business, which is also subject to federal and state regulations, includes the transportation of natural gas to our Texas and Louisiana distribution systems and the management of our underground storage facilities used to support our distribution business in various states.


2.    Unaudited Financial Information
These consolidated interim-period financial statements have been prepared in accordance with accounting principles generally accepted in the United States on the same basis, aside from accounting policy changes noted below, as those used for the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017.2018. In the opinion of management, all material adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been made to the unaudited consolidated interim-period financial statements. These consolidated interim-period financial statements are condensed as permitted by the instructions to Form 10-Q and should be read in conjunction with the audited consolidated financial statements of Atmos Energy Corporation included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017.2018. Because of seasonal and other factors, the results of operations for the nine-monththree-month period ended June 30,December 31, 2018 are not indicative of our results of operations for the full 20182019 fiscal year, which ends September 30, 2018.2019.
No events have occurred subsequent to the balance sheet date that would require recognition or disclosure in the condensed consolidated financial statements.

Significant accounting policies
Our accounting policies are described in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017.2018.
During the second quarter ofAccounting pronouncements adopted in fiscal 2018, we completed our annual goodwill impairment assessment. Based on the assessment performed, we determined that our goodwill was not impaired.2019
In May 2014, the Financial Accounting Standards Board (FASB) issued a comprehensive new revenue recognition standard that will supersedesuperseded virtually all existing revenue recognition guidance under generally accepted accounting principles in the United States. Under the new standard, an entity will recognizerecognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies may need to use more judgment and make more estimates than under current guidance. The new guidance will become effective for us October 1, 2018 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption.
As of June 30, 2018, we had substantially completed the evaluation of our sources of revenue and the impact thatWe adopted the new guidance will have on our financial position, results of operations, cash flows and business processes. Based on this evaluation, we currently do not believe the implementation of the new guidance will have a material effect on our financial position, results of operations, cash flows or business processes. We expect to apply the new guidanceOctober 1, 2018 using the modified retrospective method onmethod. See Note 5 for our discussion of the dateeffects of adoption. We are currently still evaluating the impact on our financial statement presentation and related disclosures.implementing this standard.
In January 2016, the FASB issued guidance related to the classification and measurement of financial instruments. The amendments modify the accounting and presentation for certain financial liabilities and equity investments not consolidated or reported using the equity method. The guidance is effective for us beginningEffective October 1, 2018; limited early adoption is permitted. The standard will require that2018, changes in the fair value of our available-for-sale equity securities formerly designated as available-for-sale are now recognized in other non-operating expense on our condensed consolidated statement of comprehensive income. Additionally, in accordance with the guidance, we reclassified a net $8.2 million unrealized gain related to these equity securities from accumulated other comprehensive income to retained earnings. The accounting for debt securities designated as available-for-sale did not change as a result of this new guidance. Accordingly, changes in the fair value of these securities will continue to be recorded inas a component of accumulated other comprehensive income.
In March 2017, the FASB issued new guidance related to the statement of comprehensive income presentation of the components of net income.periodic benefit cost for an entity’s sponsored defined benefit pension and other postretirement plans. The new guidance requires entities to disaggregate the current service cost component of the net benefit cost from the other components and present it with other current compensation costs for related employees in the statement of comprehensive income. The other components of net benefit cost will be appliedpresented outside of income from operations on the statement of comprehensive income. In addition, under the new guidance only the service cost component of net benefit cost is eligible for capitalization (e.g., as part of inventory or property, plant, and equipment). The Federal Energy Regulatory Commission


(FERC), which regulates interstate transmission pipelines and also establishes, through its Uniform System of Accounts, accounting practices for rate-regulated entities, has issued guidance that states it will permit an election to either continue to capitalize non-service benefit costs or to cease capitalizing such costs for regulatory purposes.  Accounting guidelines by meansthe FERC are typically also followed by state commissions.  As such, we continue to capitalize into property, plant and equipment all components of net periodic benefit cost for ratemaking purposes and will defer the non-service cost components as a cumulative-effect adjustmentregulatory asset for U.S. GAAP reporting purposes on a prospective basis in accordance with the new guidance.
We adopted the new guidance beginning on October 1, 2018. We continue to present the balance sheet asservice cost component of net periodic benefit cost within operation and maintenance expense; however, other components of the beginningnet periodic benefit cost are now presented separately within other non-operating expense on our condensed consolidated statement of comprehensive income. The changes in presentation were implemented on a retrospective basis in accordance with the guidance. In lieu of determining how each component of the fiscal yearnet periodic benefit cost was actually reflected in the condensed statement of adoption. We do not anticipatecomprehensive income, we elected to utilize a practical expedient that permits the use of the amounts disclosed for each component of the net periodic benefit cost in our pension and post-retirement benefit plans footnote as the basis to retroactively apply this standard to all prior periods presented. The new standard willdid not have a material impact on our financial position, results of operations or cash flows.
In August 2018, the FASB issued new guidance aligning the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). We are currently still evaluatingelected to early adopt the new guidance on a prospective basis, beginning October 1, 2018. As a result of the new guidance, we will defer onto the balance sheet those up-front costs of cloud computing arrangements if they would have been capitalized in a similar on-premise software solution. The new standard did not have a material impact on our financial statement presentation and related disclosures.position, results of operations or cash flows.


Accounting pronouncements that will be effective after fiscal 2019
In February 2016, the FASB issued a comprehensive new leasing standard that will require lessees to recognize a lease liability and a right-of-use asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The new standard will be effective for us beginning on October 1, 2019; early adoption is permitted.2019. The new leasing standard requires modified retrospective transition, which requires application of the new guidance at the beginning of the earliest comparative period presented in the year of adoption. Additionally, inIn January 2018, the FASB issued amendments to the standard that provides a practical expedient forto allow entities to not evaluate existing or expired land easements that were not previously accounted for as leases under the current guidance. In July 2018, the FASB issued an amendment to the standard that providesa practical expedient providing an additional and optional transition method to adopt the standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We are currently evaluating the effect of this standard and amendments on our financial position, results of operations, cash flows and cash flows.business processes.
In June 2016, the FASB issued new guidance which will require credit losses on most financial assets measured at amortized cost and certain other instruments to be measured using an expected credit loss model. Under this model, entities will estimate credit losses over the entire contractual term of the instrument from the date of initial recognition of that instrument. In contrast, current U.S. GAAP is based on an incurred loss model that delays recognition of credit losses until it is probable the loss has been incurred. The new guidance also introduces a new impairment recognition model for available-for-sale debt securities that will require credit losses for available-for-sale debt securities to be recorded through an allowance account. The new standard will be effective for us beginning on October 1, 2021; early adoption is permitted beginning on October 1, 2019.permitted. We are currently evaluating the potential impact of this new guidance on our financial position, results of operations and cash flows. 
In March 2017,August 2018, the FASB issued new guidance related tothat modifies the income statement presentation of the components of net periodic benefit costdisclosure requirements for an entity’s sponsoredemployers that sponsor defined benefit pension andor other postretirement plans. The new guidance requires entities to disaggregateremoves the currentdisclosure requirements for the amounts of gain/loss and prior service cost componentcost/credit amortization expected in the following year and the disclosure of the net benefit cost from the other components and present it with other current compensation costs for related employeeseffect of a one-percentage-point change in the statement of income.health care cost trend rate, among other changes. The guidance adds certain disclosures including the weighted average interest crediting rate for cash balance plans and a narrative description for the significant change in gains and losses as well as any other components of net benefit cost will be presented outside of income from operations onsignificant change in the statement of income. In addition, only the service cost component of net benefit cost is eligible for capitalization (e.g., as part of inventoryplan obligations or property, plant, and equipment). The Federal Energy Regulatory Commission (“FERC”), which regulates interstate transmission pipelines and also establishes, through its Uniform System of Accounts, accounting practices of rate-regulated entities, has issued guidance that states it will permit an election to either continue to capitalize non-service benefit costs or to cease capitalizing such costs for regulatory purposes.  Accounting guidelines by the FERC are typically also followed by state commissions.  As such, we plan to continue to capitalize all components of net periodic benefit cost for ratemaking purposes and will defer the non-service cost components as a regulatory asset for U.S. GAAP reporting purposes.assets. The new guidance will beis effective for us in the fiscal year beginning on October 1, 2018 and for interim periods within that year.  The standard requires retrospective application of the amendment related to the presentation of non-service cost components outside of income from operations in the statement of income and prospective application of the change in eligible costs for capitalization. We do not anticipate the new standard will have a material impact on our financial position, results of operations or cash flows.
In February 2018, the FASB issued new guidance as a result of the Tax Cuts and Jobs Act of 2017 (the "TCJA"), related to the treatment of certain tax effects from accumulated other comprehensive income. The new guidance allows entities to reclassify from accumulated other comprehensive income to retained earnings the stranded tax effects resulting from the adoption of the TCJA. The new guidance will be effective for us in the fiscal year beginning on October 1, 2019 and for interim periods within that year. Early adoption is permitted, including adoption in any interim period for public business entities for reporting periods for which financial statements have not yet been issued2020 and should be applied either inon a retrospective basis to all periods presented. Early adoption is permitted. The adoption of this new guidance impacts only our disclosures; however we are still evaluating the periodtiming of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. We plan to early adopt the new standard effective as of September 30, 2018, and reclassify the stranded tax effects resulting from the TCJA from accumulated other comprehensive income to retained earnings. We do not anticipate the new standard will have a material impact on our financial position, results of operations or cash flows.adoption.
Regulatory assets and liabilities
Accounting principles generally accepted in the United States require cost-based, rate-regulated entities that meet certain criteria to reflect the authorized recovery of costs due to regulatory decisions in their financial statements. As a result, certain costs are permitted to be capitalized rather than expensed because they can be recovered through rates. We record certain costs


as regulatory assets when future recovery through customer rates is considered probable. Regulatory liabilities are recorded when it is probable that revenues will be reduced for amounts that will be credited to customers through the ratemaking process. Substantially all of our regulatory assets are recorded as a component of deferred charges and other assets and a portion of our regulatory liabilities are recorded as a component of other current liabilities and deferred credits and other liabilities. Deferred gas costs are recorded either in other current assets or liabilities and our regulatory excess deferred taxes and regulatory cost of removal obligation isare reported separately.


Significant regulatory assets and liabilities as of June 30,December 31, 2018 and September 30, 20172018 included the following:
June 30,
2018
 September 30,
2017
December 31,
2018
 September 30,
2018
(In thousands)(In thousands)
Regulatory assets:      
Pension and postretirement benefit costs(1)
$17,546
 $26,826
$7,188
 $6,496
Infrastructure mechanisms(2)(1)
77,387
 46,437
85,071
 96,739
Deferred gas costs347
 65,714
11,621
 1,927
Recoverable loss on reacquired debt9,328
 11,208
8,076
 8,702
Deferred pipeline record collection costs16,963
 11,692
22,122
 20,467
APT annual adjustment mechanism
 2,160
Rate case costs3,041
 2,629
1,866
 2,741
Other5,131
 10,132
6,422
 6,739
$129,743
 $176,798
$142,366
 $143,811
Regulatory liabilities:      
Regulatory excess deferred taxes(3)
$737,746
 $
Regulatory cost of service reserve(4)
30,930
 
Regulatory excess deferred taxes(2)
$740,896
 $744,895
Regulatory cost of service reserve(3)
19,281
 22,508
Regulatory cost of removal obligation528,709
 521,330
523,644
 522,175
Deferred gas costs159,201
 15,559
85,820
 94,705
Asset retirement obligation12,827
 12,827
12,887
 12,887
APT annual adjustment mechanism20,551
 
44,619
 35,228
Pension and postretirement benefit costs70,969
 69,113
Other9,783
 5,941
14,354
 9,486
$1,499,747
 $555,657
$1,512,470
 $1,510,997
 
(1)Includes $7.1 million and $9.4 million of pension and postretirement expense deferred pursuant to regulatory authorization.
(2)Infrastructure mechanisms in Texas and Louisiana allow for the deferral of all eligible expenses associated with capital expenditures incurred pursuant to these rules, including the recording of interest on deferred expenses until the next rate proceeding (rate case or annual rate filing), at which time investment and costs would be recoverable through base rates.
(3)(2)The TCJA resulted in the remeasurement of the net deferred tax liability included in our rate base. Of this amount, $4.2$23.1 million is recorded in Otherother current liabilities. The period and timing of the return of the excess deferred taxes is being determined by regulators in each of our jurisdictions. See Note 613 for further information.
(4)(3)Effective January 1, 2018, regulators in each of our service areas required us to establish a regulatory liability for the difference in recoverable federal taxes included in revenues based on the former 35% federal statutory rate and the new 21% federal statutory rate for service provided on or after January 1, 2018. The period and timing of the return of this liability to utility customers is being determined by regulators in each of our jurisdictions. See Note 613 for further information.

3.    Segment Information

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

The distribution segment is primarily comprised of our regulated natural gas distribution and related sales operations in eight states.
The pipeline and storage segment is comprised primarily of the pipeline and storage operations of our Atmos Pipeline-Texas division and our natural gas transmission operations in Louisiana.
The natural gas marketing segment was comprised of our discontinued natural gas marketing business.

Our determination of reportable segments considers the strategic operating units under which we manage sales of various products and services to customers in differing regulatory environments. Although our distribution segment operations are geographically dispersed, they are aggregated and reported as a single segment as each natural gas distribution division has similar economic characteristics. In addition, because the pipeline and storage operations of our Atmos Pipeline-Texas division and our natural gas transmission operations in Louisiana have similar economic characteristics, they have been aggregated and reported as a single segment.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies found in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017. We evaluate performance based on net2018.


income or loss of the respective operating units. We allocate interest and pension expense to the pipeline and storage segment; however, there is no debt or pension liability recorded on the pipeline and storage segment balance sheet. All material intercompany transactions have been eliminated; however, we have not eliminated intercompany profits when such amounts are probable of recovery under the affiliates’ rate regulation process. Income taxes are allocated to each segment as if each segment’s taxes were calculated on a separate return basis.
Income statements and capital expenditures for the three and nine months ended June 30,December 31, 2018 and 2017 by segment are presented in the following tables:
Three Months Ended June 30, 2018Three Months Ended December 31, 2018
Distribution Pipeline and Storage Eliminations ConsolidatedDistribution Pipeline and Storage Eliminations Consolidated
(In thousands)(In thousands)
Operating revenues from external parties$534,816
 $27,429
 $
 $562,245
$838,181
 $39,601
 $
 $877,782
Intersegment revenues672
 100,204
 (100,876) 
654
 94,869
 (95,523) 
Total operating revenues535,488
 127,633
 (100,876) 562,245
838,835
 134,470
 (95,523) 877,782
Purchased gas cost230,887
 561
 (100,562) 130,886
437,732
 (358) (95,209) 342,165
Operation and maintenance expense111,895
 33,494
 (314) 145,075
105,767
 33,147
 (314) 138,600
Depreciation and amortization expense66,504
 24,167
 
 90,671
69,709
 26,356
 
 96,065
Taxes, other than income64,420
 8,200
 
 72,620
56,190
 8,298
 
 64,488
Operating income61,782
 61,211
 
 122,993
169,437
 67,027
 
 236,464
Miscellaneous expense(1,191) (812) 
 (2,003)
Other non-operating expense(6,477) (1,246) 
 (7,723)
Interest charges13,315
 10,034
 
 23,349
18,210
 9,639
 
 27,849
Income before income taxes47,276
 50,365
 
 97,641
144,750
 56,142
 
 200,892
Income tax expense11,932
 14,516
 
 26,448
30,365
 12,881
 
 43,246
Net income$35,344
 $35,849
 $
 $71,193
$114,385
 $43,261
 $
 $157,646
Capital expenditures$284,209
 $110,285
 $
 $394,494
$302,545
 $113,859
 $
 $416,404

 Three Months Ended June 30, 2017
 Distribution Pipeline and Storage Natural Gas Marketing Eliminations Consolidated
 (In thousands)
Operating revenues from external parties$493,738
 $32,763
 $
 $
 $526,501
Intersegment revenues322
 84,520
 
 (84,842) 
Total operating revenues494,060
 117,283
 
 (84,842) 526,501
Purchased gas cost197,767
 1,251
 
 (84,842) 114,176
Operation and maintenance expense99,631
 29,059
 
 
 128,690
Depreciation and amortization expense62,760
 17,263
 
 
 80,023
Taxes, other than income56,850
 6,098
 
 
 62,948
Operating income77,052
 63,612
 
 
 140,664
Miscellaneous expense(62) (227) 
 
 (289)
Interest charges18,394
 10,104
 
 
 28,498
Income before income taxes58,596
 53,281
 
 
 111,877
Income tax expense22,082
 18,987
 
 
 41,069
Net income$36,514
 $34,294
 $
 $
 $70,808
Capital expenditures$205,780
 $46,983
 $
 $
 $252,763



 Three Months Ended December 31, 2017
 Distribution Pipeline and Storage Eliminations Consolidated
 (In thousands)
Operating revenues from external parties$860,453
 $28,739
 $
 $889,192
Intersegment revenues339
 97,724
 (98,063) 
Total operating revenues860,792
 126,463
 (98,063) 889,192
Purchased gas cost463,758
 912
 (97,753) 366,917
Operation and maintenance expense103,215
 26,140
 (310) 129,045
Depreciation and amortization expense65,434
 22,940
 
 88,374
Taxes, other than income55,107
 7,666
 
 62,773
Operating income173,278
 68,805
 
 242,083
Other non-operating expense(1,922) (635) 
 (2,557)
Interest charges21,368
 10,141
 
 31,509
Income before income taxes149,988
 58,029
 
 208,017
Income tax benefit(99,111) (7,004) 
 (106,115)
Net income$249,099
 $65,033
 $
 $314,132
Capital expenditures$241,249
 $141,989
 $
 $383,238
 Nine Months Ended June 30, 2018
 Distribution Pipeline and Storage Eliminations Consolidated
 (In thousands)
Operating revenues from external parties$2,593,578
 $77,268
 $
 $2,670,846
Intersegment revenues1,993
 297,783
 (299,776) 
Total operating revenues2,595,571
 375,051
 (299,776) 2,670,846
Purchased gas cost1,421,698
 1,906
 (298,841) 1,124,763
Operation and maintenance expense347,623
 89,027
 (935) 435,715
Depreciation and amortization expense197,587
 70,839
 
 268,426
Taxes, other than income184,219
 24,181
 
 208,400
Operating income444,444
 189,098
 
 633,542
Miscellaneous expense(2,198) (2,093) 
 (4,291)
Interest charges51,581
 30,581
 
 82,162
Income before income taxes390,665
 156,424
 
 547,089
Income tax (benefit) expense(39,021) 21,793
 
 (17,228)
Net income$429,686
 $134,631
 $
 $564,317
Capital expenditures$749,693
 $338,779
 $
 $1,088,472

 Nine Months Ended June 30, 2017
 Distribution Pipeline and Storage Natural Gas Marketing Eliminations Consolidated
 (In thousands)
Operating revenues from external parties$2,210,221
 $84,634
 $
 $
 $2,294,855
Intersegment revenues1,036
 254,573
 
 (255,609) 
Total operating revenues2,211,257
 339,207
 
 (255,609) 2,294,855
Purchased gas cost1,106,209
 2,331
 
 (255,565) 852,975
Operation and maintenance expense296,048
 89,863
 
 (44) 385,867
Depreciation and amortization expense185,219
 49,429
 
 
 234,648
Taxes, other than income165,032
 20,579
 
 
 185,611
Operating income458,749
 177,005
 
 
 635,754
Miscellaneous income (expense)334
 (784) 
 
 (450)
Interest charges56,437
 30,035
 
 
 86,472
Income from continuing operations before income taxes402,646
 146,186
 
 
 548,832
Income tax expense149,623
 52,351
 
 
 201,974
Income from continuing operations253,023
 93,835
 
 
 346,858
Income from discontinued operations, net of tax
 
 10,994
 
 10,994
Gain on sale of discontinued operations, net of tax
 
 2,716
 
 2,716
Net income$253,023
 $93,835
 $13,710
 $
 $360,568
Capital expenditures$636,449
 $175,699
 $
 $
 $812,148
 




Balance sheet information at June 30,December 31, 2018 and September 30, 20172018 by segment is presented in the following tables:
June 30, 2018December 31, 2018
Distribution Pipeline and Storage Eliminations ConsolidatedDistribution Pipeline and Storage Eliminations Consolidated
(In thousands)(In thousands)
Property, plant and equipment, net$7,427,486
 $2,644,374
 $
 $10,071,860
$7,889,901
 $2,808,328
 $
 $10,698,229
Total assets$10,840,846
 $2,866,266
 $(2,199,488) $11,507,624
$11,836,888
 $3,040,831
 $(2,261,930) $12,615,789
September 30, 2017September 30, 2018
Distribution Pipeline and Storage Eliminations ConsolidatedDistribution Pipeline and Storage Eliminations Consolidated
(In thousands)(In thousands)
Property, plant and equipment, net$6,849,517
 $2,409,665
 $
 $9,259,182
$7,644,693
 $2,726,454
 $
 $10,371,147
Total assets$10,050,164
 $2,621,601
 $(1,922,169) $10,749,596
$11,109,128
 $2,963,480
 $(2,198,171) $11,874,437



4.  ��    Earnings Per Share
We use the two-class method of computing earnings per share because we have participating securities in the form of non-vested restricted stock units with a nonforfeitable right to dividend equivalents, for which vesting is predicated solely on the passage of time. The calculation of earnings per share using the two-class method excludes income attributable to these participating securities from the numerator and excludes the dilutive impact of those shares from the denominator. Additionally, the weighted-average shares outstanding for diluted EPS includes the incremental effects of the forward sale agreements, discussed in Note 7, when the impact is dilutive. Basic and diluted earnings per share for the three and nine months ended June 30,December 31, 2018 and 2017 are calculated as follows:

 Three Months Ended 
 June 30
 Nine Months Ended 
 June 30
 2018 2017 2018 2017
 (In thousands, except per share amounts)
Basic and Diluted Earnings Per Share from continuing operations       
Income from continuing operations$71,193
 $70,808
 $564,317
 $346,858
Less: Income from continuing operations allocated to participating securities59
 75
 545
 424
Income from continuing operations available to common shareholders$71,134
 $70,733
 $563,772
 $346,434
Basic and diluted weighted average shares outstanding111,851
 106,364
 110,707
 105,862
Income from continuing operations per share — Basic and Diluted$0.64
 $0.67
 $5.09
 $3.27
        
Basic and Diluted Earnings Per Share from discontinued operations       
Income from discontinued operations$
 $
 $
 $13,710
Less: Income from discontinued operations allocated to participating securities
 
 
 15
Income from discontinued operations available to common shareholders$
 $
 $
 $13,695
Basic and diluted weighted average shares outstanding111,851
 106,364
 110,707
 105,862
Income from discontinued operations per share — Basic and Diluted$
 $
 $
 $0.13
Net income per share — Basic and Diluted$0.64
 $0.67
 $5.09
 $3.40
 Three Months Ended 
 December 31
 2018 2017
 (In thousands, except per share amounts)
Basic Earnings Per Share   
Net income$157,646
 $314,132
Less: Income allocated to participating securities135
 328
Income available to common shareholders$157,511
 $313,804
Basic weighted average shares outstanding113,800
 108,564
Net income per share — Basic$1.38
 $2.89
Diluted Earnings Per Share   
Income available to common shareholders$157,511
 $313,804
Effect of dilutive shares
 
Income available to common shareholders$157,511
 $313,804
Basic weighted average shares outstanding113,800
 108,564
Dilutive shares (1)
32
 
Diluted weighted average shares outstanding113,832
 108,564
Net income per share - Diluted$1.38
 $2.89

(1)Dilutive shares were the result of the forward sale agreements entered into during fiscal 2019. See Note 7 for further discussion.

5.    Revenue

Effective October 1, 2018, we adopted the new guidance under Accounting Standards Codification (ASC) Topic 606. The implementation of the new guidance did not have a material impact on our financial position, results of operations, cash flow or business processes. However, the guidance introduced new disclosures which are presented below. The following table


disaggregates our revenue from contracts with customers by customer type and segment and provides a reconciliation to total revenues for the period presented.

 Three Months Ended December 31, 2018
 Distribution Pipeline and Storage
 (In thousands)
Gas sales revenues:   
Residential$547,928
 $
Commercial218,938
 
Industrial34,537
 
Public authority and other13,285
 
Total gas sales revenues814,688
 
Transportation revenues25,400
 147,424
Miscellaneous revenues6,950
 1,682
Revenues from contracts with customers847,038
 149,106
Alternative revenue program revenues(8,739) (14,636)
Other revenues536
 
Total operating revenues$838,835
 $134,470

Distribution Revenues
Distribution revenues represent the delivery of natural gas to residential, commercial, industrial and public authority customers at prices based on tariff rates established by regulatory authorities in the states in which we operate. Revenue is recognized and our performance obligation is satisfied over time when natural gas is delivered and simultaneously consumed by our customer. We have elected to use the invoice practical expedient and recognize revenue for volumes delivered that we have the right to invoice our customers. We read meters and bill our customers on a monthly cycle basis. Accordingly, we estimate volumes from the last meter read to the balance sheet date and accrue revenue for gas delivered but not yet billed.
In our Texas and Mississippi jurisdictions, we pay franchise fees and gross receipt taxes to operate in these service areas. These franchise fees and gross receipts taxes are required to be paid regardless of our ability to collect from our customers. Accordingly, we account for these amounts on a gross basis in revenue and we record the associated tax expense as a component of taxes, other than income.
Pipeline and Storage Revenues
Pipeline and storage revenues primarily represent the transportation and storage of natural gas on our Atmos Pipeline-Texas (APT) system and the transmission of natural gas through our 21-mile pipeline in Louisiana. APT provides transportation and storage services to our Mid-Tex Division, other third party local distribution companies and certain industrial customers under tariff rates approved by the Railroad Commission of Texas (RRC). APT also provides certain transportation and storage services to industrial and electric generation customers, as well as marketers and producers, under negotiated rates. Our pipeline in Louisiana is primarily used to aggregate gas supply for our Louisiana Division under a long-term contract and on a more limited basis to third parties. The demand fee charged to our Louisiana Division is subject to regulatory approval by the Louisiana Public Service Commission. We also manage two asset management plans with distribution affiliates of the Company at prices that have been approved by the applicable state regulatory commissions. The performance obligations for these transportation customers are satisfied by means of transporting customer-supplied gas to the designated location. Revenue is recognized and our performance obligation is satisfied over time when natural gas is delivered to the customer. Management determined that these arrangements qualify for the invoice practical expedient for recognizing revenue. For demand fee arrangements, revenue is recognized and our performance obligation is satisfied by standing ready to transport natural gas over the period of each individual month.
Alternative Revenue Program Revenues
In our distribution segment, we have weather-normalization adjustment mechanisms that serve to minimize the effects of weather on our contribution margin. 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 of $69.4 million that was established in its most recent rate case. These amounts can be either additional revenue or given back to customers depending on actual results as compared to the weather in our distribution segment or versus the benchmark in our pipeline and storage segment. These mechanisms are considered to be alternative revenue programs under accounting


standards generally accepted in the United States as they are deemed to be contracts between us and our regulator. Accordingly, revenue under these mechanisms are excluded from revenue from contracts with customers.



5.6.    Debt
The nature and terms of our debt instruments and credit facilities are described in detail in Note 5 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017. There2018. Other than as described below, there were no material changes in the terms of our debt instruments during the ninethree months ended June 30,December 31, 2018.
Long-term debt at June 30,December 31, 2018 and September 30, 20172018 consisted of the following:
 
June 30, 2018 September 30, 2017December 31, 2018 September 30, 2018
(In thousands)(In thousands)
Unsecured 8.50% Senior Notes, due March 2019$450,000
 $450,000
$450,000
 $450,000
Unsecured 3.00% Senior Notes, due 2027500,000
 500,000
500,000
 500,000
Unsecured 5.95% Senior Notes, due 2034200,000
 200,000
200,000
 200,000
Unsecured 5.50% Senior Notes, due 2041400,000
 400,000
400,000
 400,000
Unsecured 4.15% Senior Notes, due 2043500,000
 500,000
500,000
 500,000
Unsecured 4.125% Senior Notes, due 2044750,000
 750,000
750,000
 750,000
Unsecured 4.30% Senior Notes, due 2048600,000
 
Medium-term note Series A, 1995-1, 6.67%, due 202510,000
 10,000
10,000
 10,000
Unsecured 6.75% Debentures, due 2028150,000
 150,000
150,000
 150,000
Floating-rate term loan, due September 2019(1)
125,000
 125,000
125,000
 125,000
Total long-term debt3,085,000
 3,085,000
3,685,000
 3,085,000
Less:      
Original issue (premium) / discount on unsecured senior notes and debentures(4,425) (4,384)(1,472) (4,439)
Debt issuance cost21,110
 22,339
26,693
 20,774
Current maturities450,000
 
575,000
 575,000
$2,618,315
 $3,067,045
$3,084,779
 $2,493,665
    
(1)
Up to $200 million can be drawn under this term loan.
On October 4, 2018, we completed a public offering of $600 million of 4.30% senior notes due 2048. We received net proceeds from the offering, after the underwriting discount and offering expenses, of $590.6 million, that were used to repay working capital borrowings pursuant to our commercial paper program. The effective interest rate of these notes is 4.37% after giving effect to the offering costs.
We utilize short-term debt to provide cost-effective, short-term financing until it can be replaced with a balance of long-term debt and equity financing that achieves the Company’s desired capital structure with an equity-to-total-capitalization ratio between 50% and 60%, inclusive of long-term and short-term debt. Our short-term borrowing requirements are affected primarilydriven by construction work in progress and the seasonal nature of the natural gas business. Changes in the price of natural gas and the amount of natural gas we need to supply our customers’ needs could significantly affect our borrowing requirements. Our short-term borrowings typically reach their highest levels in the winter months.
Currently, our short-term borrowing requirements are satisfied through a combination of a $1.5 billion commercial paper program and three committed revolving credit facilities with third-party lenders that provide approximately $1.5 billion of total working capital funding. The primary source of our funding is our commercial paper program, which is supported by a five-year unsecured $1.5 billion credit facility. On March 26, 2018, we executed one of our two one-year extension options which extended the maturity date from September 25, 2021 tofacility that expires on September 25, 2022. The facility bears interest at a base rate or at a LIBOR-based rate for the applicable interest period, plus a spread ranging from zero percent to 1.25 percent, based on the Company’s credit ratings. Additionally, the facility contains a $250 million accordion feature, which provides the opportunity to increase the loan, total committed availabilityloan to $1.75 billion. At June 30,December 31, 2018, and September 30, 2017, a total of $244.8 million and $447.7 million wasthere were no amounts outstanding under our commercial paper program. At September 30, 2018, a total of $575.8 million was outstanding.
Additionally, we have a $25 million 364-day unsecured facility which was renewed effective April 1, 2018 and expires March 31, 2019, and a $10 million 364-day unsecured revolving credit facility, which is used primarily to issue letters of credit. At June 30,December 31, 2018, there were no borrowings outstanding under


either of these facilities; however, outstanding letters of credit reduced the total amount available to us under our $10 million facility to $4.4 million.
The availability of funds under these credit facilities is subject to conditions specified in the respective credit agreements, all of which we currently satisfy. These conditions include our compliance with financial covenants and the continued accuracy of representations and warranties contained in these agreements. We are required by the financial covenants in each of these facilities to maintain, at the end of each fiscal quarter, a ratio of total-debt-to-total-capitalization of no greater than 70 percent. At June 30,December 31, 2018, our total-debt-to-total-capitalization ratio, as defined in the agreements, was 42 percent. In addition, both the


interest margin and the fee that we pay on unused amounts under certain of these facilities are subject to adjustment depending upon our credit ratings.
These credit facilities and our public indentures contain usual and customary covenants for our business, including covenants substantially limiting liens, substantial asset sales and mergers. Additionally, our public debt indentures relating to our senior notes and debentures, as well as certain of our revolving credit agreements, each contain a default provision that is triggered if outstanding indebtedness arising out of any other credit agreements in amounts ranging from in excess of $15 million to in excess of $100 million becomes due by acceleration or isif not paid at maturity. We were in compliance with all of our debt covenants as of June 30,December 31, 2018. If we were unable to comply with our debt covenants, we would likely be required to repay our outstanding balances on demand, provide additional collateral or take other corrective actions.
6.    Impact of the Tax Cuts and Jobs Act of 2017
On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the "TCJA") was signed into law. The TCJA introduced several significant changes to corporate income tax laws in the United States. The most significant change that affects Atmos Energy is the reduction of the federal statutory income tax rate from 35% to 21%. As a rate-regulated entity, the accelerated capital expensing and the limitation on interest deductibility provisions included in the TCJA are not applicable to us.
Under generally accepted accounting principles, we use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
At September 30, 2017, we measured our net deferred tax liability using the enacted federal statutory tax rate of 35%. The enactment of the TCJA on December 22, 2017 required us to remeasure our deferred tax assets and liabilities, including our U.S. federal income tax net operating loss carryforwards, at the newly enacted federal statutory income tax rate. As the Company’s fiscal year end is September 30, the Internal Revenue Code requires the Company to use a blended statutory federal corporate income tax rate of 24.5% for fiscal 2018.
The decrease in the federal statutory income tax rate reduced our net deferred tax liability by $903.7 million. Of this amount, $738.2 million relates to regulated operations and has been recorded as a regulatory liability, a portion of which is currently being returned to utility customers. The period and timing of these revenue adjustments are subject to Internal Revenue Code provisions and regulatory actions in each of the eight states in which we operate. During the third quarter of fiscal 2018, the Company amortized $0.5 million of this regulatory liability. The remaining $165.5 million has been reflected as a one-time income tax benefit in our condensed consolidated statement of income for the nine months ended June 30, 2018, because these taxes are not related to our cost of service ratemaking.
At June 30, 2018, we had $270.7 million of remeasured federal net operating loss carryforwards. The federal net operating loss carryforwards are available to offset future taxable income and will begin to expire in 2029. The Company also has $10.1 million of federal alternative minimum tax credit carryforwards that do not expire and are expected to be fully refunded to us between 2019 and 2022 as a result of changes introduced by the TCJA. These credit carryforwards are now reflected as taxes receivable within the deferred charges and other assets line item on our condensed consolidated balance sheet. In addition, the Company has $5.3 million in remeasured charitable contribution carryforwards to offset future taxable income. The Company’s charitable contribution carryforwards expire between 2018 and 2023.
The Company also has $21.2 million of state net operating loss carryforwards and $1.5 million of state tax credit carryforwards (net of $5.6 million and $0.4 million of remeasured federal effects). Depending on the jurisdiction in which the state net operating loss was generated, the carryforwards will begin to expire between 2018 and 2032.
Due to the changes introduced by the TCJA, we now believe it is more likely than not that the benefit from certain charitable contribution carryforwards for which a valuation allowance was previously established will be realized. As a result, we reduced our valuation allowance by $4.2 million during the first quarter. This amount is included in the $165.5 million one-time income tax benefit.
The SEC issued guidance in Staff Accounting Bulletin 118 (SAB 118), which allows us to record provisional amounts during a one-year measurement period, similar to the measurement period in accounting for business combinations. The Company has determined a reasonable estimate for the measurement and accounting for certain effects of the TCJA, including the remeasurement of our net deferred tax liabilities and the establishment of a regulatory liability, which have been reflected as provisional amounts in the June 30, 2018 condensed consolidated financial statements and are described in further detail above. The amounts represent our best estimates based upon records, information and current guidance. We are still analyzing certain aspects of the TCJA, refining our calculations and expecting additional guidance relating to the TCJA from the U.S. Department of the Treasury and the Internal Revenue Service.  Any additional guidance issued or future actions of our


regulators could potentially affect the final determination of the accounting effects arising from the implementation of the TCJA.
We are actively working with our regulators in each jurisdiction to address the impact of the TCJA on our cost of service based rates. Accounting orders were issued for all our service areas that required us to establish, effective January 1, 2018, a separate regulatory liability for the difference in taxes included in our rates that have been calculated based on a 35% statutory income tax rate and the new 21% statutory income tax rate. The establishment of this regulatory liability relating to our cost of service rates resulted in a reduction to our revenues beginning in the second quarter of fiscal 2018. The period and timing of the return of these liabilities to utility customers is being determined by regulators in each of our jurisdictions. As of June 30, 2018, this regulatory liability was $30.9 million.
We have received approval from regulators to update our cost of service rates to reflect the decrease in the statutory income tax rate in our Colorado, Kansas, Kentucky, Louisiana and Texas service areas. We are still working with regulators in Mississippi, Tennessee and Virginia to reflect the effects of the lower statutory income tax rate in our cost of service in rates. During the third quarter of fiscal 2018, we received approval from regulators to return amounts to customers related to the regulatory liabilities recorded for differences in our cost of service rates due to change in the federal statutory income tax rate in Colorado and Kansas, in accordance with regulatory proceedings within one year.
During the third quarter of fiscal 2018, we received approval from regulators to return amounts to customers related to the regulatory liabilities recorded for the excess deferred taxes created upon implementation of the TCJA in Colorado, Kentucky and Louisiana in accordance with regulatory proceedings on a provisional basis over periods ranging from 18 to 40 years. In our remaining jurisdictions, the treatment of the effects of the TCJA in rates is being addressed in ongoing or will be addressed in future regulatory proceedings.

7.    Shareholders' Equity

The following tables present a reconciliation of changes in stockholders' equity for the three months ended December 31, 2018 and 2017.
 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, 2018111,273,683
 $556
 $2,974,926
 $(83,647) $1,878,116
 $4,769,951
Net income
 
 
 
 157,646
 157,646
Other comprehensive loss
 
 
 (22,258) 
 (22,258)
Cash dividends ($0.525 per share)
 
 
 
 (58,722) (58,722)
Cumulative effect of accounting change (See Note 2)
 
 
 (8,210) 8,210
 
Common stock issued:           
Public and other stock offerings5,434,812
 27
 498,948
 
 
 498,975
Stock-based compensation plans184,464
 1
 2,602
 
 
 2,603
Balance, December 31, 2018116,892,959
 $584
 $3,476,476
 $(114,115) $1,985,250
 $5,348,195

 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, 2017106,104,634
 $531
 $2,536,365
 $(105,254) $1,467,024
 $3,898,666
Net income
 
 
 
 314,132
 314,132
Other comprehensive loss
 
 
 (1,062) 
 (1,062)
Cash dividends ($0.485 per share)
 
 
 
 (51,837) (51,837)
Common stock issued:           
Public and other stock offerings4,621,518
 22
 400,737
 
 
 400,759
Stock-based compensation plans235,960
 2
 2,960
 
 
 2,962
Balance, December 31, 2017110,962,112
 $555
 $2,940,062
 $(106,316) $1,729,319
 $4,563,620


Shelf Registration, At-the-Market Equity Sales Program and Equity Issuance
On March 28, 2016,November 13, 2018, we filed a registration statement with the Securities and Exchange Commission (SEC) that originally permitted us to issue, from time to time, up to $2.5$3.0 billion in common stock and/or debt securities, which expires March 28, 2019.November 13, 2021. This registration statement replaced our previous registration statement that was effectively exhausted in October 2018. At June 30,December 31, 2018, approximately $650 million$1.8 billion of securities remained available for issuance under the shelf registration statement.
On November 14, 2017,19, 2018, we filed a prospectus supplement under the registration statement relating to an at-the-market (ATM) equity sales program under which we may issue and sell shares of our common stock up to an aggregate offering price of $500 million (including shares of common stock that may be sold pursuant to a forward sale agreement entered into concurrently with the ATM equity sales program), which expires March 28, 2019.November 13, 2021. During the ninethree months ended June 30,December 31, 2018, no shares of common stock were sold under the ATM equity sales program.
On November 30, 2018, we filed a prospectus supplement under the registration statement relating to an underwriting agreement to sell 5,390,836 shares of our common stock for $500 million. After the underwriting discount, net proceeds from the offering were $494.7 million. Concurrently, we entered into separate forward sale agreements with two underwriters who borrowed and sold 2,668,464 shares of our common stock. Under the agreements we have the ability to settle these shares before March 31, 2020 at a price based on the offering price established on November 28, 2018. During the three months ended December 31, 2018, no shares of common stock were settled under the forward sale agreements. If we had settled all shares under the forward agreements at December 31, 2018, we would have received approximately $245.2 million, based on a net price of $91.90 per share.
On November 30, 2017, we filed a prospectus supplement under the previous registration statement relating to an underwriting agreement to sell 4,558,404 shares of our common stock for $400 million. After expenses, net proceeds from the offering were $395.1 million.

Accumulated Other Comprehensive Income (Loss)
We record deferred gains (losses) in AOCI related to available-for-sale debt securities and interest rate cash flow hedges and prior to the sale of Atmos Energy Marketing, LLC (AEM) on January 1, 2017, commodity contractagreement cash flow hedges. Deferred gains (losses) for our available-for-sale debt securities and commodity contract cash flow hedges are recognized in earnings upon settlement, while deferred gains (losses) related to our interest rate agreement cash flow hedges are recognized in earnings as they are amortized. The following tables provide the components of our accumulated other comprehensive income (loss) balances, net of the related tax effects allocated to each component of other comprehensive income (loss):.
 
Available-
for-Sale
Securities
 
Interest
Rate
Agreement
Cash Flow
Hedges
 Total
 (In thousands)
September 30, 2017$7,048
 $(112,302) $(105,254)
Other comprehensive income before reclassifications148
 28,315
 28,463
Amounts reclassified from accumulated other comprehensive income(884) 1,294
 410
Net current-period other comprehensive income (loss)(736) 29,609
 28,873
June 30, 2018$6,312
 $(82,693) $(76,381)
 
Available-
for-Sale
Securities(1)
 
Interest Rate
Agreement
Cash Flow
Hedges
 Total
 (In thousands)
September 30, 2018$8,124
 $(91,771) $(83,647)
Other comprehensive loss before reclassifications
 (22,716) (22,716)
Amounts reclassified from accumulated other comprehensive income
 458
 458
Net current-period other comprehensive loss
 (22,258) (22,258)
Cumulative effect of accounting change (See Note 2)(8,210) 
 (8,210)
December 31, 2018$(86) $(114,029) $(114,115)
 


 
Available-
for-Sale
Securities
 
Interest
Rate
Agreement
Cash Flow
Hedges
 
Commodity
Contracts
Cash Flow
Hedges
 Total
 (In thousands)
September 30, 2016$4,484
 $(187,524) $(4,982) $(188,022)
Other comprehensive income before reclassifications1,485
 76,602
 9,847
 87,934
Amounts reclassified from accumulated other comprehensive income68
 286
 (4,865) (4,511)
Net current-period other comprehensive income1,553
 76,888
 4,982
 83,423
June 30, 2017$6,037
 $(110,636) $
 $(104,599)
 
Available-
for-Sale
Securities(1)
 
Interest Rate
Agreement
Cash Flow
Hedges
 Total
 (In thousands)
September 30, 2017$7,048
 $(112,302) $(105,254)
Other comprehensive loss before reclassifications(107) (1,332) (1,439)
Amounts reclassified from accumulated other comprehensive income
 377
 377
Net current-period other comprehensive loss(107) (955) (1,062)
December 31, 2017$6,941
 $(113,257) $(106,316)

The following tables detail reclassifications out of AOCI for the three and nine months ended June 30, 2018 and 2017. Amounts in parentheses below indicate decreases to net income in the statement of income:
 Three Months Ended June 30, 2018
Accumulated Other Comprehensive Income Components
Amount Reclassified from
Accumulated Other
Comprehensive Income      
 
Affected Line Item in the
Statement of Income
 (In thousands)  
Available-for-sale securities$7
 Operation and maintenance expense
 7
 Total before tax
 (2) Tax expense
 $5
 Net of tax
Cash flow hedges   
Interest rate agreements$(594) Interest charges
 (594) Total before tax
 135
 Tax benefit
 $(459) Net of tax
Total reclassifications$(454) Net of tax
 Three Months Ended June 30, 2017
Accumulated Other Comprehensive Income Components
Amount Reclassified from
Accumulated Other
Comprehensive Income      
 
Affected Line Item in the
Statement of Income
 (In thousands)  
Cash flow hedges   
Interest rate agreements$(177) Interest charges
 (177) Total before tax
 64
 Tax benefit
Total reclassifications$(113) Net of tax


 Nine Months Ended June 30, 2018
Accumulated Other Comprehensive Income Components                          
Amount Reclassified from
Accumulated Other
Comprehensive Income      
 
Affected Line Item in  the
Statement of Income
 (In thousands)  
Available-for-sale securities$1,146
 Operation and maintenance expense
 1,146
 Total before tax
 (262) Tax expense
 $884
 Net of tax
Cash flow hedges   
Interest rate agreements$(1,781) Interest charges
 (1,781) Total before tax
 487
 Tax benefit
 $(1,294) Net of tax
Total reclassifications$(410) Net of tax
 Nine Months Ended June 30, 2017
Accumulated Other Comprehensive Income Components                          
Amount Reclassified from
Accumulated Other
Comprehensive Income      
 
Affected Line Item in  the
Statement of Income
 (In thousands)  
Available-for-sale securities$(107) Operation and maintenance expense
 (107) Total before tax
 39
 Tax benefit
 $(68) Net of tax
Cash flow hedges   
Interest rate agreements$(450) Interest charges
Commodity contracts7,967
 
Purchased gas cost(1)
 7,517
 Total before tax
 (2,938) Tax expense
 $4,579
 Net of tax
Total reclassifications$4,511
 Net of tax
(1)Amount is presented as partAvailable-for-sale-securities reported in fiscal 2018 include both debt and equity securities, while fiscal 2019 includes only debt securities. See Note 2 for further discussion regarding our adoption of income from discontinued operations in the condensed consolidated statement of income.new accounting standard.



8.     Interim Pension and Other Postretirement Benefit Plan Information
The components of our net periodic pension cost for our pension and other postretirement benefit plans for the three and nine months ended June 30,December 31, 2018 and 2017 are presented in the following tables.table. Most of these costs are recoverable through our tariff rates. A portion of these costs is capitalized into our rate base.base or deferred as a regulatory asset or liability. The remaining costs are recorded as a component of operation and maintenance expense or other non-operating expense.
In the second quarter of fiscal 2018, due to the retirement of certain executives, we recognized a settlement loss of $2.4 million associated with our Supplemental Executive Retirement Plan and revalued the net periodic pension cost for the remainder of fiscal 2018. The revaluation of the net periodic pension cost for our Supplemental Executive Retirement Plan resulted in an increase in the discount rate, effective March 1, 2018, to 4.12% from 3.89%, which will increase our net periodic pension cost by approximately $0.1 million for the remainder of the fiscal year.
In the third quarter of fiscal 2018, due to the retirement of one of our executives, we recognized a settlement loss of $0.9 million associated with our Supplemental Executive Retirement Plan and revalued the net periodic pension cost for the remainder of fiscal 2018. The revaluation of the net periodic pension cost for our Supplemental Executive Retirement Plan resulted in an increase in the discount rate, effective June 5, 2018, to 4.29% from 4.12%, which will increase our net periodic pension cost by approximately $0.2 million for the remainder of the fiscal year.


 Three Months Ended June 30
 Pension Benefits Other Benefits
 2018 2017 2018 2017
 (In thousands)
Components of net periodic pension cost:       
Service cost$4,794
 $5,216
 $3,020
 $3,109
Interest cost6,448
 6,296
 2,726
 2,669
Expected return on assets(6,917) (6,993) (2,002) (1,796)
Amortization of prior service cost (credit)(57) (57) 2
 (411)
Amortization of actuarial (gain) loss3,050
 4,248
 (1,618) (706)
Settlements888
 
 
 
Net periodic pension cost$8,206
 $8,710
 $2,128
 $2,865
 Nine Months Ended June 30
 Pension Benefits Other Benefits
 2018 2017 2018 2017
 (In thousands)
Components of net periodic pension cost:       
Service cost$13,929
 $15,649
 $9,059
 $9,327
Interest cost19,311
 18,890
 8,180
 8,009
Expected return on assets(20,750) (20,981) (6,005) (5,389)
Amortization of prior service cost (credit)(173) (173) 8
 (1,233)
Amortization of actuarial (gain) loss9,224
 12,746
 (4,855) (2,120)
Settlements3,303
 
 
 
Net periodic pension cost$24,844
 $26,131
 $6,387
��$8,594

The assumptions used to develop our net periodic pension cost for the three and nine months ended June 30, 2018 and 2017 are as follows:
  Supplemental Executive Retirement Plan Pension Benefits Other Benefits
  2018 2017 2018 2017 2018 2017
Discount rate 4.29% 3.73% 3.89% 3.73% 3.89% 3.73%
Rate of compensation increase 3.50% 3.50% 3.50% 3.50% N/A N/A
Expected return on plan assets N/A N/A 6.75% 7.00% 4.29% 4.45%
 Three Months Ended December 31
 Pension Benefits Other Benefits
 2018 2017 2018 2017
 (In thousands)
Components of net periodic pension cost:       
Service cost$4,045
 $4,560
 $2,702
 $3,020
Interest cost(1)
6,799
 6,430
 2,961
 2,727
Expected return on assets(1)
(7,113) (6,917) (2,665) (2,002)
Amortization of prior service cost (credit)(1)
(58) (58) 43
 3
Amortization of actuarial (gain) loss(1)
1,608
 3,089
 (2,045) (1,618)
Net periodic pension cost$5,281
 $7,104
 $996
 $2,130
The discount rate used to compute the present value of a plan’s liabilities generally is based on rates of high-grade corporate bonds with maturities similar to the average period over which the benefits will be paid. Generally, our funding policy has been to contribute annually an amount in accordance with the requirements of the Employee Retirement Income Security Act of 1974. In accordance with the Pension Protection Act of 2006 (PPA), we determined the funded status of our plan as of January 1, 2018. Based on that determination, we are not required to make a minimum contribution to our defined benefit plan during fiscal 2018; however, we may consider whether a voluntary contribution is prudent to maintain certain funding levels.
We contributed $11.4 million to our(1)    The components of net periodic cost other post-retirement benefit plans duringthan the nine months ended June 30, 2018. We expect to contributeservice cost component are included in the line item other non-operating expense in the condensed consolidated statement of comprehensive income or are capitalized on the condensed consolidated balance sheets as a total of between regulatory asset or liability, as described in Note 2.$10 million and $20 million to these plans during fiscal 2018.
9.    Commitments and Contingencies
Litigation and Environmental Matters
In the normal course of business, we are subject to various legal and regulatory proceedings. For such matters, we record liabilities when they are considered probable and estimable, based on currently available facts, our historical experience and our estimates of the ultimate outcome or resolution of the liability in the future. While the outcome of these proceedings is uncertain and a loss in excess of the amount we have accrued is possible though not reasonably estimable, it is the opinion of management that any amounts exceeding the accruals will not have a material adverse impact on our financial position, results of operations or cash flows.


We maintain liability insurance for various risks associated with the operation of our natural gas pipelines and facilities, including for property damage and bodily injury. These liability insurance policies generally require us to be responsible for the first $1.0 million (self-insured retention) of each incident.
The National Transportation Safety Board (NTSB) is investigating an incident that occurred at a Dallas, Texas residence on February 23, 2018 that resulted in one fatality and injuries to four other residents. Together with the Railroad Commission of Texas (RRC) and the Pipeline and Hazardous Materials Safety Administration, Atmos Energy is a party to the investigation and in that capacity is working closely with the NTSB to help determine the cause of this incident.
On March 29, 2018, a civil action was filed in Dallas, Texas against Atmos Energy in response to the February 23rd incident. The plaintiffs seek over $1.0 million in damages for, among with others, wrongful death and personal injury.
We are a party to various other litigation and environmental-related matters or claims that have arisen in the ordinary course of our business. While the results of such litigation and response actions to such environmental-related matters or claims cannot be predicted with certainty, we continue to believe the final outcome of such litigation and matters or claims will not have a material adverse effect on our financial condition, results of operations or cash flows.
Purchase Commitments
Our distribution divisions maintain supply contracts with several vendors that generally cover a period of up to one year. Commitments for estimated base gas volumes are established under these contracts on a monthly basis at contractually negotiated prices. Commitments for incremental daily purchases are made as necessary during the month in accordance with the terms of the individual contract.
Our Mid-Tex Division also maintains a limited number of long-term supply contracts to ensure a reliable source of gas for our customers in its service area, which obligate it to purchase specified volumes at prices indexed to natural gas hubs. At JuneThese


purchase commitment contracts are detailed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2018. There were no material changes to the purchase commitments for the three months ended December 31, 2018.
Leases
We have entered into operating leases for towers, office and warehouse space, vehicles and heavy equipment used in our operations. During the three months ended December 31, 2018, we were committedexecuted amendments to purchase 53.6 Bcf withinsome of our lease agreements that impacted terms as well as our future minimum lease payments. As of December 31, 2018, the remaining lease terms range from one yearto 20 years and 51.2 Bcf within two to three years under indexed contracts.generally provide for the payment of taxes, insurance and maintenance by the lessee. Renewal options exist for certain of these leases. The related future minimum lease payments at December 31, 2018 totaled $194.2 million
Regulatory Matters
VariousExcept for routine regulatory agencies, includingproceedings as discussed below, there were no material changes to regulatory matters for the SEC and the Commodities Futures Trading Commission, continue to adopt regulations implementing many of the provisions of the Dodd-Frank Act of 2010. We continue to enact new procedures and modify existing business practices and contractual arrangements to comply with such regulations.  Additional rulemakings are pending which we believe will result in new reporting and disclosure obligations. The costs associated with hedging certain risks inherent in our business may be further increased when these expected additional regulations are adopted.three months ended December 31, 2018.
As of June 30,December 31, 2018, formula rate mechanismsregulatory proceedings were pending regulatory approvalin progress in our Colorado, Kansas, Kentucky, Louisiana, Mid-Tex, Tennessee, and West Texas service areas, infrastructure mechanisms were pending regulatory approval in our Mississippi service area and rate cases were pending regulatory approval in our Mid-Tex, Virginia and West Texas service areas. These regulatory proceedings are discussed in further detail below in Management’s Discussion and Analysis — Recent Ratemaking Developments. Additionally, as discussed in further detail in Note 6,13, all jurisdictions are addressing impacts of the TCJA.

10.    Financial Instruments
We currently use financial instruments to mitigate commodity price risk and interest rate risk. The objectives and strategies for using financial instruments and the related accounting for these financial instruments are fully described in Notes 2 and 13 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017.2018. During the ninethree months ended June 30,December 31, 2018, there were no material changes in our objectives, strategies and accounting for using financial instruments. Our financial instruments do not contain any credit-risk-related or other contingent features that could cause payments to be accelerated when our financial instruments are in net liability positions. The following summarizes those objectives and strategies.

Commodity Risk Management Activities
Our purchased gas cost adjustment mechanisms essentially insulate our distribution segment from commodity price risk; however, our customers are exposed to the effects of volatile natural gas prices. We manage this exposure through a combination of physical storage, fixed-price forward contracts and financial instruments, primarily over-the-counter swap and option contracts, in an effort to minimize the impact of natural gas price volatility on our customers during the winter heating season.
We typically seek to hedge between 25 and 50 percent of anticipated heating season gas purchases using financial instruments. For the 2017-20182018-2019 heating season (generally October through March), in the jurisdictions where we are permitted


to utilize financial instruments, we hedgedanticipate hedging approximately 2633 percent, or 15.018.9 Bcf of the winter flowing gas requirements. We have not designated these financial instruments as hedges for accounting purposes.

Interest Rate Risk Management Activities
We periodically manage interest rate risk by entering into financial instruments to effectively fix the Treasury yield component of the interest cost associated with anticipated financings.
As of June 30,December 31, 2018, we had forward starting interest rate swaps to effectively fix the Treasury yield component associated with the anticipated issuance of $450 million unsecured senior notes in fiscal 2019 at 3.78%, which we designated as a cash flow hedge at the time the swaps were executed. As of June 30,December 31, 2018, we had $48.7$47.7 million of net realized losses in accumulated other comprehensive income (AOCI) associated with the settlement of financial instruments used to fix the Treasury yield component of the interest cost of financing various issuances of long-term debt and senior notes, which will be recognized as a component of interest expense over the life of the associated notes from the date of settlement. The remaining amortization periods for these settled amounts extend through fiscal 2045.
 
Quantitative Disclosures Related to Financial Instruments
The following tables present detailed information concerning the impact of financial instruments on our condensed consolidated balance sheet and income statements.statements of comprehensive income.


As of June 30,December 31, 2018, our financial instruments were comprised of both long and short commodity positions. A long position is a contract to purchase the commodity, while a short position is a contract to sell the commodity. As of June 30,December 31, 2018, we had 11,44614,353 MMcf of net long commodity contracts outstanding. These contracts have not been designated as hedges.
Financial Instruments on the Balance Sheet
The following tables present the fair value and balance sheet classification of our financial instruments as of June 30,December 31, 2018 and September 30, 2017.2018. The gross amounts of recognized assets and liabilities are netted within our unaudited Condensed Consolidated Balance Sheetscondensed consolidated balance sheets to the extent that we have netting arrangements with our counterparties. However, for December 31, 2018 and September 30, 2018, no gross amounts and no cash collateral were netted within our consolidated balance sheet.
    
 Balance Sheet Location Assets Liabilities
    (In thousands)
June 30, 2018     
Designated As Hedges:     
Interest rate contracts
Other current assets /
Other current liabilities
 $
 $(75,763)
Total  
 (75,763)
Not Designated As Hedges:     
Commodity contracts
Other current assets /
Other current liabilities
 869
 (741)
Commodity contracts
Deferred charges and other assets /
Deferred credits and other liabilities
 108
 
Total  977
 (741)
Gross Financial Instruments  977
 (76,504)
Gross Amounts Offset on Consolidated Balance Sheet:     
Contract netting  
 
Net Financial Instruments  977
 (76,504)
Cash collateral  
 
Net Assets/Liabilities from Risk Management Activities  $977
 $(76,504)
    
 Balance Sheet Location Assets Liabilities
    (In thousands)
December 31, 2018     
Designated As Hedges:     
Interest rate swap agreements
Other current assets /
Other current liabilities
 $
 $(85,930)
Total  
 (85,930)
Not Designated As Hedges:     
Commodity contracts
Other current assets /
Other current liabilities
 3,241
 (1,265)
Commodity contracts
Deferred charges and other assets /
Deferred credits and other liabilities
 285
 
Total  3,526
 (1,265)
Gross / Net Financial Instruments  $3,526
 $(87,195)
 


    
 Balance Sheet Location Assets Liabilities
    (In thousands)
September 30, 2017     
Designated As Hedges:     
Interest rate contracts
Deferred charges and other assets /
Deferred credits and other liabilities
 $
 $(112,076)
Total  
 (112,076)
Not Designated As Hedges:     
Commodity contracts
Other current assets /
Other current liabilities
 2,436
 (322)
Commodity contracts
Deferred charges and other assets /
Deferred credits and other liabilities
 803
 
Total  3,239
 (322)
Gross Financial Instruments  3,239
 (112,398)
Gross Amounts Offset on Consolidated Balance Sheet:     
Contract netting  
 
Net Financial Instruments  3,239
 (112,398)
Cash collateral  
 
Net Assets/Liabilities from Risk Management Activities  $3,239
 $(112,398)
    
 Balance Sheet Location Assets Liabilities
    (In thousands)
September 30, 2018     
Designated As Hedges:     
Interest rate swap agreementsOther current assets /
Other current liabilities
 $
 $(56,499)
Total  
 (56,499)
Not Designated As Hedges:     
Commodity contracts
Other current assets /
Other current liabilities
 1,369
 (235)
Commodity contracts
Deferred charges and other assets /
Deferred credits and other liabilities
 250
 (103)
Total  1,619
 (338)
Gross / Net Financial Instruments  $1,619
 $(56,837)
 
Impact of Financial Instruments on the Statement of Comprehensive Income Statement
Cash Flow Hedges
As discussed above, our distribution segment has interest rate swap agreements, which we designated as a cash flow hedge at the time the swaps were executed. The net loss on settled interest rate agreements reclassified from AOCI into interest charges on our condensed consolidated statements of comprehensive income for the three months ended June 30,December 31, 2018 and 2017 was $0.6 million and $0.2 million and for the nine months ended June 30, 2018 and 2017 was $1.8 million and $0.5$0.6 million.
The following table summarizes the gains and losses arising from hedging transactions that were recognized as a component of other comprehensive income (loss), net of taxes, for the three and nine months ended June 30,December 31, 2018 and 2017. The


amounts included in the table below exclude gains and losses arising from ineffectiveness because those amounts are immediately recognized in the statement of comprehensive income statement as incurred.
 Three Months Ended 
 June 30
 Nine Months Ended 
 June 30
 2018 2017 (1) 2018 2017 (1)
 (In thousands)
Increase (decrease) in fair value:       
Interest rate agreements$7,861
 $(18,669) $28,315
 $76,602
Forward commodity contracts(2)

 
 
 9,847
Recognition of (gains) losses in earnings due to settlements:       
Interest rate agreements459
 113
 1,294
 286
Forward commodity contracts(2)

 
 
 (4,865)
Total other comprehensive income (loss) from hedging, net of tax$8,320
 $(18,556) $29,609
 $81,870
(1)Utilizing an income tax rate ranging from 37 percent to 39 percent based on the effective rates in each taxing jurisdiction for the three and nine-month periods ended June 30, 2017.
(2)Due to the sale of AEM, these amounts are included in income from discontinued operations.


 Three Months Ended 
 December 31
 2018 2017
 (In thousands)
Increase (decrease) in fair value:   
Interest rate agreements$(22,716) $(1,332)
Recognition of losses in earnings due to settlements:   
Interest rate agreements458
 377
Total other comprehensive income (loss) from hedging, net of tax$(22,258) $(955)
Deferred gains (losses) recorded in AOCI associated with our interest rate agreements are recognized in earnings as they are amortized over the terms of the underlying debt instruments. The following amounts, net of deferred taxes, represent the expected recognition in earnings, as of June 30,December 31, 2018, of the deferred losses recorded in AOCI associated with our financial instruments, based upon the fair values of these financial instruments at the date of settlement. However, the table below does not include the expected recognition in earnings of our outstanding interest rate agreements as those instruments have not yet settled.
Interest Rate
Agreements
Interest Rate
Agreements
(In thousands)(In thousands)
Next twelve months$(1,848)$(1,878)
Thereafter(46,808)(45,827)
Total$(48,656)$(47,705)
 
Financial Instruments Not Designated as Hedges
As discussed above, financial instruments used in our distribution segment are not designated as hedges. However, there is no earnings impact on our distribution segment as a result of the use of these financial instruments because the gains and losses arising from the use of these financial instruments are recognized in the consolidated statement of comprehensive income as a component of purchased gas cost when the related costs are recovered through our rates and recognized in revenue. Accordingly, the impact of these financial instruments is excluded from this presentation.

11.    Fair Value Measurements
We report certain assets and liabilities at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We record cash and cash equivalents, accounts receivable and accounts payable at carrying value, which substantially approximates fair value due to the short-term nature of these assets and liabilities. For other financial assets and liabilities, we primarily use quoted market prices and other observable market pricing information to minimize the use of unobservable pricing inputs in our measurements when determining fair value. The methods used to determine fair value for our assets and liabilities are fully described in Note 2 to the financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017.2018. During the ninethree months ended June 30,December 31, 2018, there were no changes in these methods.
Fair value measurements also apply to the valuation of our pension and postretirement plan assets. Current accounting guidance requires employers to annually disclose information about fair value measurements of the assets of a defined benefit pension or other postretirement plan. The fair value of these assets is presented in Note 7 to the financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017.2018.
Quantitative Disclosures
Financial Instruments
The classification of our fair value measurements requires judgment regarding the degree to which market data is observable or corroborated by observable market data. Authoritative accounting literature establishes a fair value hierarchy that prioritizes the inputs used to measure fair value based on observable and unobservable data. The hierarchy categorizes the inputs into three levels, with the highest priority given to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1), with the lowest priority given to unobservable inputs (Level 3). The following tables summarize, by level


within the fair value hierarchy, our assets and liabilities that were accounted for at fair value on a recurring basis as of June 30,December 31, 2018 and September 30, 2017.2018. Assets and liabilities are categorized in their entirety based on the lowest level of input that is significant to the fair value measurement.

 
Quoted
Prices in
Active
Markets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)(1)
 
Significant
Other
Unobservable
Inputs
(Level 3)
 
Netting and
Cash
Collateral
 December 31, 2018
 (In thousands)
Assets:         
Financial instruments$
 $3,526
 $
 $
 $3,526
Debt and equity securities         
Registered investment companies37,241
 
 
 
 37,241
Bond mutual funds21,523
 
 
 
 21,523
Bonds(2)

 30,096
 
 
 30,096
Money market funds
 3,319
 
 
 3,319
Total debt and equity securities58,764
 33,415
 
 
 92,179
Total assets$58,764
 $36,941
 $
 $
 $95,705
Liabilities:         
Financial instruments$
 $87,195
 $
 $
 $87,195

 
Quoted
Prices in
Active
Markets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)(1)
 
Significant
Other
Unobservable
Inputs
(Level 3)
 
Netting and
Cash
Collateral
 June 30, 2018
 (In thousands)
Assets:         
Financial instruments$
 $977
 $
 $
 $977
Available-for-sale securities         
Registered investment companies43,548
 
 
 
 43,548
Bond mutual funds21,378
 
 
 
 21,378
Bonds
 30,303
 
 
 30,303
Money market funds
 2,195
 
 
 2,195
Total available-for-sale securities64,926
 32,498
 
 
 97,424
Total assets$64,926
 $33,475
 $
 $
 $98,401
Liabilities:         
Financial instruments$
 $76,504
 $
 $
 $76,504


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, 2017
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, 2018
(In thousands)(In thousands)
Assets:                  
Financial instruments$
 $3,239
 $
 $
 $3,239
$
 $1,619
 $
 $
 $1,619
Available-for-sale securities         
Debt and equity securities         
Registered investment companies41,097
 
 
 
 41,097
42,644
 
 
 
 42,644
Bond mutual funds16,371
 
 
 
 16,371
21,507
 
 
 
 21,507
Bonds(2)
 29,104
 
 
 29,104

 31,400
 
 
 31,400
Money market funds
 1,837
 
 
 1,837

 3,834
 
 
 3,834
Total available-for-sale securities57,468
 30,941
 
 
 88,409
Total debt and equity securities64,151
 35,234
 
 
 99,385
Total assets$57,468
 $34,180
 $
 $
 $91,648
$64,151
 $36,853
 $
 $
 $101,004
Liabilities:                  
Financial instruments$
 $112,398
 $
 $
 $112,398
$
 $56,837
 $
 $
 $56,837
 
(1)Our Level 2 measurements consist of over-the-counter options and swaps, which are valued using a market-based approach in which observable market prices are adjusted for criteria specific to each instrument, such as the strike price, notional amount or basis differences, municipal and corporate bonds, which are valued based on the most recent available quoted market prices and money market funds that are valued at cost.
(2)Our investments in bonds are considered available-for-sale debt securities in accordance with current accounting guidance as described in Note 2.




Available-for-saleDebt and equity securities are comprised of the following:
 
Amortized
Cost
 
Gross
Unrealized
Gain
 
Gross
Unrealized
Loss
 
Fair
Value
 (In thousands)
As of June 30, 2018       
Domestic equity mutual funds$28,283
 $8,973
 $(293) $36,963
Foreign equity mutual funds4,656
 1,929
 
 6,585
Bond mutual funds21,673
 
 (295) 21,378
Bonds30,434
 8
 (139) 30,303
Money market funds2,195
 
 
 2,195
 $87,241
 $10,910
 $(727) $97,424
As of September 30, 2017       
Domestic equity mutual funds$25,361
 $8,920
 $
 $34,281
Foreign equity mutual funds4,581
 2,235
 
 6,816
Bond mutual funds16,391
 2
 (22) 16,371
Bonds29,074
 46
 (16) 29,104
Money market funds1,837
 
 
 1,837
 $77,244
 $11,203
 $(38) $88,409
At June 30, 2018 and September 30, 2017, our available-for-sale debt securities included $45.7 million and $42.9 million related to assets held in separate rabbi trusts for our supplemental executive benefit plans. At June 30, 2018, we maintained investments in bonds that have contractual maturity dates ranging from July 2018 through June 2021.
These securities are reported at market value with unrealized gains and losses shown as a component of accumulated other comprehensive income (loss).equity securities. We regularly evaluate the performance of these investmentsour available-for-sale debt securities on a fundan investment by fundinvestment basis for impairment, taking into consideration the fund’sinvestment’s purpose, volatility and current returns. If a determination is made that a decline in fair value is other than temporary, the related fundinvestment is written down to its estimated fair value and the other-than-temporary impairment is recognized in the income statement.statement of comprehensive income. At December 31, 2018 and September 30, 2018, our available-for-sale debt securities were recorded at amortized cost of $30.2 million and $31.5 million. At December 31, 2018, we maintained investments in bonds that have contractual maturity dates ranging from January 2019 through December 2021.



Other Fair Value Measures
Our debt is recorded at carrying value. The fair value of our debt is determined using third party market value quotations, which are considered Level 1 fair value measurements for debt instruments with a recent, observable trade or Level 2 fair value measurements for debt instruments where fair value is determined using the most recent available quoted market price. The following table presents the carrying value and fair value of our debt as of June 30,December 31, 2018 and September 30, 2017:2018:
June 30, 2018 September 30, 2017December 31, 2018 September 30, 2018
(In thousands)(In thousands)
Carrying Amount$3,085,000
 $3,085,000
$3,685,000
 $3,085,000
Fair Value$3,216,893
 $3,382,272
$3,746,697
 $3,161,679

12.    Concentration of Credit Risk
Information regarding our concentration of credit risk is disclosed in Note 16 to the financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017.2018. During the ninethree months ended June 30,December 31, 2018, there were no material changes in our concentration of credit risk.
13.    Discontinued OperationsImpact of the Tax Cuts and Jobs Act of 2017
On October 29, 2016, we enteredDecember 22, 2017, the Tax Cuts and Jobs Act of 2017 (the "TCJA") was signed into law. As a Membership Interest Purchase Agreement (the Agreement) with CenterPoint Energy Services, Inc., a subsidiary of CenterPoint Energy, Inc. (CES) to sell allresult of the equity interests of Atmos Energy Marketing, LLC (AEM). The transaction closed on January 3, 2017, with an effective date of January 1, 2017. CES paid a cash purchase price of $38.3 million plus working capital of $109.0 million for total cash consideration of $147.3 million. Of this amount, $7.0 million was placed into escrow and was to be paid to the Company within 24 monthsimplementation of the closing date, net


of any indemnification claims agreed upon between the two companies. In January 2018, $3.0 million of this escrowed amount was released and received by the Company. WeTCJA, we recognized a net gain of $0.03 per diluted share on the sale$161.9 million income tax benefit in the second quarter of fiscal 2017 and completed the working capital true–up during the third quarter of fiscal 2017.
The operating results of our natural gas marketing reportable segment have been reported on the condensed consolidated statement of comprehensive income as income from discontinued operations, netduring the first quarter of income tax, for the nine months ended June 30, 2017.  Accordingly, expensesfiscal 2018 related to allocable general corporate overhead and interest expense area change in deferred taxes that were not included in these results. 
The tables below set forth selected financial information related to discontinued operations. Operating expenses include operationour cost of service ratemaking. The change in deferred taxes related to our cost of service ratemaking (referred to as excess deferred taxes) was reclassified into a regulatory liability and maintenance expense, provision for doubtful accounts, depreciation and amortization expense and taxes, other than income. At June 30,will be returned to ratepayers in accordance with regulatory requirements. As of December 31, 2018 and September 30, 20172018, this liability totaled $740.9 million and $744.9 million.
We have and continue to work with our regulators in each jurisdiction to fully incorporate the effects of the TCJA into customer bills. As of December 31, 2018, we did not have any assets or liabilities held for sale.
The following table presents statementreceived approval from regulators to update our cost of income data relatedservice rates to discontinued operations:
 Nine Months Ended 
 June 30, 2017
 (In thousands)
Operating revenues$303,474
Purchased gas cost277,554
Operating expenses7,874
Operating income18,046
Other nonoperating expense(211)
Income from discontinued operations before income taxes17,835
Income tax expense6,841
Income from discontinued operations10,994
Gain on sale from discontinued operations, net of tax ($10,215)2,716
Net income from discontinued operations$13,710

The following table presents statement of cash flow data related to discontinued operations:
 Nine Months Ended 
 June 30, 2017
 (In thousands)
Depreciation and amortization expense$185
Capital expenditures$
Non-cash loss in commodity contract cash flow hedges$(8,165)

Natural Gas Marketing Commodity Risk Management Activities
Our discontinued natural gas marketing segment was exposed to risks associated with changesreflect the decrease in the market pricestatutory income tax rate in our Colorado, Kansas, Kentucky, Louisiana, Mississippi, Tennessee and Texas service areas. We continue to work with regulators in Virginia to reflect the effects of natural gas through the purchase, salelower statutory income tax rate in our cost of service in rates.
Regulators in all of our service areas issued accounting orders that required us to establish, effective January 1, 2018, a separate regulatory liability for the difference in taxes included in our rates that were calculated based on a 35% statutory income tax rate and deliveryrates based on the new 21% statutory income tax rate until the new rates could be established. As of natural gas to its customers at competitive prices. Through December 31, 2016,2018, we managed our exposurereceived approval from regulators to such risks through a combination of physical storagereturn these liabilities to customers in Colorado, Kansas, Louisiana and financial instruments, including futures, over-the-counterTexas. This regulatory liability totaled $19.3 million and exchange-traded options and swap contracts with counterparties. Effective January 1, 2017, as a result of the sale of AEM, these activities were discontinued.
Due to the sale of AEM, we determined that the cash flows associated with our natural gas marketing commodity cash flow hedges were no longer probable of occurring; therefore, we discontinued hedge accounting$22.5 million as of December 31, 2016. 2018 and September 30, 2018.
As of December 31, 2018, we received approval from regulators to return excess deferred taxes in Colorado, Kentucky, Louisiana, Mississippi, Tennessee and Texas in accordance with regulatory proceedings on a result, we reclassifiedprovisional basis over periods ranging from 13 to 51 years. In our remaining jurisdictions, the gaintreatment of the effects of the TCJA in accumulated other comprehensiverates is being addressed in ongoing or will be addressed in future regulatory proceedings.
The SEC issued guidance in Staff Accounting Bulletin 118 (SAB 118), which allowed us to record provisional amounts during a one-year measurement period, similar to the measurement period in accounting for business combinations. The Company recorded provisional amounts for the income associated withtax effects of the commodity contracts into earnings as a reductionTCJA for the fiscal year ended September 30, 2018. Although the Company no longer considers the accounting effects of purchased gas costthe TCJA to be provisional under SAB 118, many aspects of the TCJA remain unclear and recognized a pre-tax gain of $10.6 million, which is included in income from discontinued operationsits impact on the condensed consolidated statementCompany's income tax balances may change following further interpretation of income forTCJA provisions by issuance of U.S. Treasury regulations or guidance from the nine months ended June 30, 2017.
The Company's other risk management activities are discussed in Note 10.
ImpactInternal Revenue Service. We continue to monitor and assess the accounting implications of Financial Instrumentsthe TCJA developments on the Income Statement
Hedge ineffectiveness for our natural gas marketing segment was recorded as a component of purchased gas cost, which is included in discontinued operations on the condensed consolidated statements of income, and primarily results from differences in the location and timing of the derivative instrument and the hedged item. For the nine months ended June 30,


2017, we recognized a gain arising from fair value and cash flow hedge ineffectiveness of $3.4 million. Additional information regarding ineffectiveness recognized in the income statement is included in the tables below.
Fair Value Hedges
The impact of our natural gas marketing segment commodity contracts designated as fair value hedges and the related hedged item on the results of discontinued operations on our condensed consolidated income statement for the nine months ended June 30, 2017 is presented below.
 Nine Months Ended 
 June 30, 2017
 (In thousands)
Commodity contracts$(9,567)
Fair value adjustment for natural gas inventory designated as the hedged item12,858
Total decrease in purchased gas cost reflected in income from discontinued operations$3,291
The decrease in purchased gas cost reflected in income from discontinued operations is comprised of the following: 
Basis ineffectiveness$(597)
Timing ineffectiveness3,888
 $3,291
Basis ineffectiveness arises from natural gas market price differences between the locations of the hedged inventory and the delivery location specified in the hedge instruments. Timing ineffectiveness arises due to changes in the difference between the spot price and the futures price, as well as the difference between the timing of the settlement of the futures and the valuation of the underlying physical commodity.
Cash Flow Hedges
The impact of our natural gas marketing segment cash flow hedges on our condensed consolidated income statements for the nine months ended June 30, 2017 is presented below:
 Nine Months Ended 
 June 30, 2017
 
(In thousands)

Loss reclassified from AOCI for effective portion of natural gas marketing commodity contracts$(2,612)
Gain arising from ineffective portion of natural gas marketing commodity contracts111
Gain on discontinuance of cash flow hedging of natural gas marketing commodity contracts reclassified from AOCI10,579
Total impact on purchased gas cost reflected in income from discontinued operations$8,078
Financial Instruments Not Designated as Hedges
The impact of the natural gas marketing segment's financial instruments that had not been designated as hedges on our condensed consolidated income statements for the nine months ended June 30, 2017 was a decrease in purchased gas cost of $6.8 million, which is included in discontinued operations on the condensed consolidated statements of income.statements.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of
Atmos Energy Corporation

Results of Review of Interim Financial Statements
We have reviewed the accompanying condensed consolidated balance sheet of Atmos Energy Corporation as of June 30,December 31, 2018, and the related condensed consolidated statements of comprehensive income and comprehensive incomecash flows for the three and nine month periodsmonths ended June 30,December 31, 2018 and 2017, and the related notes (collectively referred to as the "condensed consolidated interim financial statements"). Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated statements of cash flows for the nine month periods ended June 30, 2018 and 2017. Theseinterim financial statements are the responsibility of the Company’s management.for them to be in conformity with U.S. generally accepted accounting principles.
We conducted our reviewhave previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States). (PCAOB), the consolidated balance sheet of the Company as of September 30, 2018, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for the year then ended, and related notes and schedule (not presented herein); and in our report dated November 13, 2018, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2018, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial informationstatements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board,PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Atmos Energy Corporation as of September 30, 2017, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for the year then ended, not presented herein, and in our report dated November 13, 2017, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of September 30, 2017, is fairly stated, in all material respects, in relation to the consolidated balance sheets from which it has been derived.
/s/    ERNST & YOUNG LLP
Dallas, Texas
August 8, 2018February 5, 2019


Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
INTRODUCTION
The following discussion should be read in conjunction with the condensed consolidated financial statements in this Quarterly Report on Form 10-Q and Management’s Discussion and Analysis in our Annual Report on Form 10-K for the year ended September 30, 2017.2018.
Cautionary Statement for the Purposes of the Safe Harbor under the Private Securities Litigation Reform Act of 1995
The statements contained in this Quarterly Report on Form 10-Q may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included in this Report are forward-looking statements made in good faith by us and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. When used in this Report, or any other of our documents or oral presentations, the words “anticipate”, “believe”, “estimate”, “expect”, “forecast”, “goal”, “intend”, “objective”, “plan”, “projection”, “seek”, “strategy” or similar words are intended to identify forward-looking statements. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the statements relating to our strategy, operations, markets, services, rates, recovery of costs, availability of gas supply and other factors. These risks and uncertainties include the following: state and local regulatory trends and decisions, including the impact of rate proceedings before various state regulatory commissions; increased federal regulatory oversight and potential penalties; possible increased federal, state and local regulation of the safety of our operations; the inherent hazards and risks involved in distributing, transporting and storing natural gas; the capital-intensive nature of our business; our ability to continue to access the credit and capital markets to execute our business strategy; regulatory trends and decisions, including the impact of rate proceedings before various state regulatory commissions; the impact of adverse economic conditions on our customers; the effects of inflation and changes in the availability and price of natural gas; the availability and accessibility of contracted gas supplies, interstate pipeline and/or storage services; market risks beyond our control affecting our risk management activities, including commodity price volatility, counterparty performance or creditworthiness and interest rate risk; the concentration of our operations in Texas; the impact of adverse economic conditions on our customers; changes in the availability and price of natural gas; the availability and accessibility of contracted gas supplies, interstate pipeline and/or storage services; increased competition from energy suppliers and alternative forms of energy; adverse weather conditions; the capital-intensive nature of our business; increased costs of providing health care benefits, along with pension and postretirement health care benefits and increased funding requirements; the inability to continue to hire, train and retain operational, technical and managerial personnel; possible increased federal, state and local regulation of the safety of our operations; increased federal regulatory oversight and potential penalties; the impact of environmental regulations on our business; the impact of climate change or related additional legislation or regulation in the future; the inherent hazards and risks involved in distributing, transporting and storing natural gas; the threat of cyber-attacks or acts of cyber-terrorism that could disrupt our business operations and information technology systems or result in the loss or exposure of confidential or sensitive customer, employee or Company information; natural disasters, terrorist activities or other events and other risks and uncertainties discussed herein, all of which are difficult to predict and many of which are beyond our control. Accordingly, while we believe these forward-looking statements to be reasonable, there can be no assurance that they will approximate actual experience or that the expectations derived from them will be realized. Further, we undertake no obligation to update or revise any of our forward-looking statements whether as a result of new information, future events or otherwise.
OVERVIEW
Atmos Energy and our subsidiaries are engaged in the regulated natural gas distribution and pipeline and storage businesses. We distribute natural gas through sales and transportation arrangements to over three million residential, commercial, public authority and industrial customers throughout our six distribution divisions, which at June 30,December 31, 2018 covered service areas located in eight states. In addition, we transport natural gas for others through our distribution and pipeline systems.

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

The distribution segment is primarily comprised of our regulated natural gas distribution and related sales operations in eight states.
The pipeline and storage segment is comprised primarily of the pipeline and storage operations of our Atmos Pipeline-Texas division and our natural gas transmission operations in Louisiana.
The natural gas marketing segment was comprised of our discontinued natural gas marketing business.


CRITICAL ACCOUNTING ESTIMATES AND POLICIES
Our condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States. Preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures of contingent assets and liabilities. We based our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. On an ongoing basis, we evaluate our estimates, including those related to risk management and trading activities, the allowance for doubtful accounts, legal and environmental accruals, insurance accruals, pension and postretirement obligations, deferred income taxes and the valuation of goodwill, indefinite-lived intangible assets and other long-lived assets. Actual results may differ from such estimates.
Our critical accounting policies used in the preparation of our consolidated financial statements are described in our Annual Report on Form 10-K for the fiscal year ended September 30, 20172018 and include the following:
Regulation
Unbilled revenue
Pension and other postretirement plans
Impairment assessments
Our critical accounting policies are reviewed periodically by the Audit Committee of our Board of Directors. There were no significant changes to these critical accounting policies during the ninethree months ended June 30,December 31, 2018.

Non-GAAP Financial Measures
Our operations are affected by the cost of natural gas, which is passed through to our customers without markup and includes commodity price, transportation, storage, injection and withdrawal fees and settlements of financial instruments used to mitigate commodity price risk. These costs are reflected in the statement of comprehensive income statement as purchased gas cost. Therefore, increases in the cost of gas are offset by a corresponding increase in revenues. Accordingly, we believe contribution margin,Contribution Margin, a non-GAAP financial measure, defined as operating revenues less purchased gas cost, is a more useful and relevant measure to analyze our financial performance than operating revenues. As such, the following discussion and analysis of our financial performance will reference contribution marginContribution Margin rather than operating revenues and purchased gas cost individually. Further, the term contribution marginContribution Margin is not intended to represent operating income, the most comparable GAAP financial measure, as an indicator of operating performance and is not necessarily comparable to similarly titled measures reported by other companies.
As described further in Note 6,13, the enactment of the Tax Cuts and Jobs Act of 2017 (the "TCJA") required us to remeasure our deferred tax assets and liabilities at our new federal statutory income tax rate as of December 22, 2017. The remeasurement of our net deferred tax liabilities resulted in the recognition of a non-cash income tax benefit of $165.5$161.9 million for the ninethree months ended June 30, 2018.December 31, 2017. Due to the non-recurring nature of this benefit, we believe that net income from continuing operations and diluted earningsnet income per share from continuing operations before the non-cash income tax benefit provide a more relevant measure to analyze our financial performance than net income from continuing operations and consolidated diluted earningsnet income per share from continuing operations.in order to allow investors to better analyze our core results and allow the information to be presented on a comparative basis to the prior year. Accordingly, the following discussion and analysis of our financial performance will reference adjusted net income from continuing operations and adjusted diluted earnings per share, which is calculated as follows:
      
 Nine Months Ended June 30
 2018 2017 Change
 (In thousands, except per share data)
Income from continuing operations$564,317
 $346,858
 $217,459
TCJA non-cash income tax benefit165,522
 
 165,522
Adjusted income from continuing operations$398,795
 $346,858
 $51,937
      
Consolidated diluted EPS from continuing operations$5.09
 $3.27
 $1.82
Diluted EPS from TCJA non-cash income tax benefit1.49
 
 1.49
Adjusted diluted EPS from continuing operations$3.60
 $3.27
 $0.33
 Three Months Ended December 31
 2018 2017 Change
 (In thousands, except per share data)
Net income$157,646
 $314,132
 $(156,486)
TCJA non-cash income tax benefit
 (161,884) 161,884
Adjusted net income$157,646
 $152,248
 $5,398
      
Diluted net income per share$1.38
 $2.89
 $(1.51)
Diluted EPS from TCJA non-cash income tax benefit
 (1.49) 1.49
Adjusted diluted net income per share$1.38
 $1.40
 $(0.02)





RESULTS OF OPERATIONS

Executive Summary
Atmos Energy strives to operate our businesses safely and reliably while delivering superior shareholder value. Our commitment to modernizing our natural gas distribution and transmission systems requires a significant level of capital spending. We have the ability to begin recovering a significant portion of these investments timely through rate designs and mechanisms that reduce or eliminate regulatory lag and separate the recovery of our approved rate from customer usage patterns. The execution of our capital spending program, the ability to recover these investments timely and our ability to access the capital markets to satisfy our financing needs are the primary drivers that affect our financial performance.
During the ninethree months ended June 30,December 31, 2018, we recorded net income from continuing operations of $564.3$157.6 million, or $5.09$1.38 per diluted share, compared to net income from continuing operations of $346.9$314.1 million, or $3.27$2.89 per diluted share for the ninethree months ended June 30,December 31, 2017.
After adjusting for the nonrecurring benefit recognized after implementing the TCJA in fiscal 2018, we recorded adjusted net income from continuing operations of $398.8$152.2 million, or $3.60$1.40 per diluted share for the ninethree months ended June 30, 2018, compared to adjusted income from continuing operations of $346.9 million, or $3.27 per diluted share for the nine months ended June 30,December 31, 2017. The period-over-period increase in adjusted net income of $51.9$5.4 million, or 15four percent largely reflects positive rate outcomes, weather that was 3620 percent colder than the prior year, customer growthpositive rate outcomes in our distributionpipeline and storage business and the impact of the TCJA on our effective income tax rate, partially offset by reduced revenues as a result of implementing the TCJA. Additionally, the period-over-period decrease in adjusted diluted earning per share reflects increases in our common stock outstanding due to common stock issuances in 2017 and 2018. During the ninethree months ended June 30,December 31, 2018, we completed 18implemented regulatory proceedings, resultingactions which resulted in an increase in annual operating income of $82.0$22.4 million and had nineten ratemaking efforts in progress at June 30,December 31, 2018, seeking a total increase in annual operating income of $36.0$20.9 million.
Capital expenditures for the firstthree months ended December 31, 2018 increased nine months of fiscal 2018 were $1.1 billion.percent period-over-period, to $416.4 million. Over 80 percent was invested to improve the safety and reliability of our distribution and transportation systems, with a significant portion of this investment incurred under regulatory mechanisms that reduce lag to six months or less. We expect our capital expenditures to total approximately $1.4range from $1.65 billion to $1.75 billion for fiscal 2018.2019. We funded our capital expenditures program primarily through operating cash flows of $1.0 billion.$164.7 million. Additionally, we issued $400completed $1.35 billion in external financing during the three months ended December 31, 2018 with the issuance of $600 million in 30-year senior notes and approximately $750 million of common stock duringstock. Approximately $245 million of the nine months ended June 30, 2018.net proceeds from the equity offering were allocated to the forward sale agreements that expire in March 2020. The net proceeds from the issuancethese issuances were primarily used to repay short-term debt under our commercial paper program, to fund capital spending and for general corporate purposes.
As a result of our sustained financial performance, improved cash flows and capital structure, our Board of Directors increased the quarterly dividend by 7.88.2 percent for fiscal 2018.
TCJA Impact
The TCJA introduced several significant changes to corporate income tax laws in the United States, which have been reflected in our condensed consolidated financial statements for the period ended June 30, 2018. As a rate regulated entity, the effects of lower tax rates included in our cost of service rates will ultimately flow through to our utility customers in the form of adjusted rates. Therefore, the favorable impact of the reduction in our federal statutory income tax rate on our financial performance will be limited to items that impact our income before income taxes in the current period that have not yet been reflected in our rates (most notably increases to and decreases in commission-approved regulatory assets and liabilities recorded on our condensed consolidated balance sheet) and market-based revenues that are earned from customers who utilize our assets. Note 6 to the condensed consolidated financial statements details the various impacts of the TCJA on our financial position and results from operations. The most significant changes are summarized as follows:
Because our fiscal year started on October 1, 2017, our federal statutory income tax rate for fiscal 2018 was reduced from 35% to 24.5%. We anticipate our effective income tax rate for fiscal 2018 will range from 26% to 28%, before the effect of the return of the excess deferred tax liability and the one-time, non-cash income tax benefit. Our federal statutory income tax rate will decline to 21% on October 1, 2018.
As a result of implementing the TCJA, we remeasured our net deferred tax liability using our new federal statutory income tax rate, which reduced our net deferred tax liability by $903.7 million. Of this amount, $738.2 million was reclassified to a regulatory liability, which will be, and as discussed further below is being returned to utility customers in some of our jurisdictions. During the third quarter of fiscal 2018, we amortized $0.5 million of this regulatory liability. The remaining $165.5 million was recognized as a one-time, non-cash income tax benefit in our condensed consolidated statement of income for the nine months ended June 30, 2018.
Atmos Energy supports our regulators' efforts to ensure our utility customers receive the full benefits of changes in our cost of service rates arising from tax reform. Income taxes, like other costs, are passed through to our customers in our rates; however, changes to customer rates must be approved by our regulators. Beginning in the second quarter of fiscal 2018, we established regulatory liabilities in all our jurisdictions for the difference in taxes included


in our cost of service rates that have been calculated based on a 35% statutory income tax rate and a 21% statutory income tax rate, which reduced our revenues. As described in Note 6, as of June 30, 2018, we have received approval from most of our regulators to adjust customer rates for the lower statutory income tax rate. We have also received approval from regulators in Colorado and Kansas to return amounts to customers related to the regulatory liability recorded for differences in our cost of service rates due to the change in the statutory income tax rate within one year. Additionally, in Colorado, Louisiana and Kentucky, we have received approval from regulators to return the excess deferred taxes created upon implementation of the TCJA over a period ranging from 18 to 40 years. In our remaining jurisdictions, the treatment of the effects of the TCJA in rates is being addressed in ongoing or future regulatory proceedings.
The enactment of the TCJA is expected to reduce our cash flows from operations primarily due to 1) the collection of taxes at a lower rate and 2) the return of regulatory liabilities established in response to the enactment of the TCJA and regulatory activities to our utility customers. We intend to externally finance this reduction in operating cash flow in a balanced fashion in order to maintain an equity-to-total-capitalization ratio ranging from 50% to 60% to maintain our current credit ratings. We currently anticipate this external financing need will range from a total of $500 million to $600 million through fiscal 2022.2019.
The following discusses the results of operations for each of our operating segments.
Distribution Segment
The distribution segment is primarily comprised of our regulated natural gas distribution and related sales operations in eight states. The primary factors that impact the results of this segment are our ability to earn our authorized rates of return, the cost of natural gas, competitive factors in the energy industry and economic conditions in our service areas.
Our ability to earn our authorized rates of return is based primarily on our ability to improve the rate design in our various ratemaking jurisdictions by reducing or eliminatingto minimize regulatory lag and, ultimately, separatingseparate the recovery of our approved marginsrates from customer usage patterns. Improving rate design is a long-term process and is further complicated by the fact that we operate in multiple rate jurisdictions.
Seasonal weather patterns can also affect our distribution operations. However, the effect of weather that is above or below normal is substantially offset through weather normalization adjustments, known as WNA, which has been approved by state regulatory commissions for approximately 97 percent of our residential and commercial meters in the following states for the following time periods:
  
Kansas, West TexasOctober — May
TennesseeOctober — April
Kentucky, Mississippi, Mid-TexNovember — April
LouisianaDecember — March
VirginiaJanuary — December
Our distribution operations are also affected by the cost of natural gas. TheWe are generally able to pass the cost of gas is passed through to our customers without markup. Therefore,markup under purchased gas cost adjustment mechanisms; therefore, increases in the cost of


gas are offset by a corresponding increase in revenues. Contribution marginMargin in our Texas and Mississippi service areas includes franchise fees and gross receipts taxes, which are calculated as a percentage of revenue (inclusive of gas costs). Therefore, the amount of these taxes included in revenues is influenced by the cost of gas and the level of gas sales volumes. We record the associated tax expense as a component of taxes, other than income. Although changes in these revenue-related taxes arising from changes in gas costs affect contribution margin,Contribution Margin, over time the impact is offset within operating income.
As discussed above,Although the cost of gas typically does not have a direct impact on our contribution margin. However,Contribution Margin, higher gas costs mean higher bills for our customers, which may adversely impact our accounts receivable collections, resulting in higher bad debt expense and may require us to increase borrowings under our credit facilities resulting in higher interest expense. In addition, higher gas costs, as well as competitive factors in the industry and general economic conditions may cause customers to conserve or, in the case of industrial consumers, to use alternative energy sources. However,Currently, gas cost risk has been mitigated in recent years through improvements inby rate design that allowallows us to collect from our customers the gas cost portion of our bad debt expense on approximately 76 percent of our residential and commercial margins.
Three Months Ended December 31, 2018 compared with Three Months Ended December 31, 2017
Financial and operational highlights for our distribution segment for the three months ended December 31, 2018 and 2017 are presented below.
 Three Months Ended December 31
 2018 2017 Change
 (In thousands, unless otherwise noted)
Operating revenues$838,835
 $860,792
 $(21,957)
Purchased gas cost437,732
 463,758
 (26,026)
Contribution Margin401,103
 397,034
 4,069
Operating expenses231,666
 223,756
 7,910
Operating income169,437
 173,278
 (3,841)
Other non-operating expense(6,477) (1,922) (4,555)
Interest charges18,210
 21,368
 (3,158)
Income before income taxes144,750
 149,988
 (5,238)
TCJA non-cash income tax benefit
 (140,151) 140,151
Income tax expense30,365
 41,040
 (10,675)
Net income$114,385
 $249,099
 $(134,714)
Consolidated distribution sales volumes — MMcf101,698
 86,307
 15,391
Consolidated distribution transportation volumes — MMcf41,048
 38,050
 2,998
Total consolidated distribution throughput — MMcf142,746
 124,357
 18,389
Consolidated distribution average cost of gas per Mcf sold$4.30
 $5.37
 $(1.07)
Income before income taxes for our distribution segment decreased four percent, primarily due to a $7.9 million increase in operating expenses, partially offset by a $4.1 million increase in Contribution Margin. The quarter-over-quarter increase in Contribution Margin primarily reflects:
a $7.7 million increase in residential and commercial net consumption, primarily in our Mid-Tex and Mississippi Divisions.
a $3.7 million increase from customer growth primarily in our Mid-Tex Division.
a $7.3 million net decrease in rate adjustments, after the effect of the TCJA, primarily in our Mid-Tex and Kentucky/Mid-States Divisions.
The increase in operating expenses, which includes operation and maintenance expense, provision for doubtful accounts, depreciation and amortization expense and taxes, other than income, is primarily attributable to an increase in depreciation expense and property taxes associated with increased capital investments.
The decrease in income tax expense reflects a reduction in our effective tax rate from 27.4% to 21.0%, as a result of the TCJA. As the Company's fiscal year end is September 30, the Internal Revenue Code required the Company to use a blended statutory federal corporate income tax rate for fiscal 2018 due to the enactment of the TCJA in the first fiscal quarter.
The following table shows our operating income by distribution division, in order of total rate base, for the three months ended December 31, 2018 and 2017. The presentation of our distribution operating income is included for financial reporting purposes and may not be appropriate for ratemaking purposes.


 Three Months Ended December 31
 2018 2017 Change
 (In thousands)
Mid-Tex$72,406
 $72,925
 $(519)
Kentucky/Mid-States24,452
 28,129
 (3,677)
Louisiana22,153
 23,268
 (1,115)
West Texas15,823
 15,761
 62
Mississippi19,588
 18,275
 1,313
Colorado-Kansas13,789
 12,931
 858
Other1,226
 1,989
 (763)
Total$169,437
 $173,278
 $(3,841)
      
      


Three Months Ended June 30, 2018 compared with Three Months Ended June 30, 2017
Financial and operational highlights for our distribution segment for the three months ended June 30, 2018 and 2017 are presented below.
 Three Months Ended June 30
 2018 2017 Change
 (In thousands, unless otherwise noted)
Operating revenues$535,488
 $494,060
 $41,428
Purchased gas cost230,887
 197,767
 33,120
Contribution margin304,601
 296,293
 8,308
Operating expenses242,819
 219,241
 23,578
Operating income61,782
 77,052
 (15,270)
Miscellaneous expense(1,191) (62) (1,129)
Interest charges13,315
 18,394
 (5,079)
Income before income taxes47,276
 58,596
 (11,320)
Income tax expense11,932
 22,082
 (10,150)
Net income$35,344
 $36,514
 $(1,170)
Consolidated distribution sales volumes — MMcf49,369
 42,974
 6,395
Consolidated distribution transportation volumes — MMcf33,079
 33,307
 (228)
Total consolidated distribution throughput — MMcf82,448
 76,281
 6,167
Consolidated distribution average cost of gas per Mcf sold$4.68
 $4.60
 $0.08
Income before income taxes for our distribution segment decreased 19 percent, primarily due to a $23.6 million increase in operating expenses, partially offset by an $8.3 million increase in contribution margin. The quarter-over-quarter increase in contribution margin primarily reflects:
an $11.2 million net increase in rate adjustments, before the effect of the TCJA, primarily in our Mid-Tex and Kentucky/Mid-States Divisions.
a $4.2 million increase in revenue-related taxes primarily in our Mid-Tex Division, offset by a corresponding $7.3 million increase in the related tax expense.
a $2.7 million increase in transportation margin primarily in our Kentucky/Mid-States Division.
a $12.4 million decrease in contribution margin due to the inclusion of the lower statutory federal income tax rate in our revenues due to implementation of the TCJA.
The increase in operating expenses, which includes operation and maintenance expense, provision for doubtful accounts, depreciation and amortization expense and taxes, other than income, is attributable to an increase in employee-related costs, incremental system integrity activities and increased depreciation and property taxes associated with increased capital investments.
The decrease in income tax expense reflects a reduction in our effective tax rate from 37.7% to 25.2%, as a result of the TCJA.












The following table shows our operating income by distribution division, in order of total rate base, for the three months ended June 30, 2018 and 2017. The presentation of our distribution operating income is included for financial reporting purposes and may not be appropriate for ratemaking purposes.
 Three Months Ended June 30
 2018 2017 Change
 (In thousands)
Mid-Tex$24,612
 $37,055
 $(12,443)
Kentucky/Mid-States11,546
 13,073
 (1,527)
Louisiana10,821
 11,051
 (230)
West Texas5,135
 6,639
 (1,504)
Mississippi5,421
 3,437
 1,984
Colorado-Kansas2,043
 3,842
 (1,799)
Other2,204
 1,955
 249
Total$61,782
 $77,052
 $(15,270)

Nine Months Ended June 30, 2018 compared with Nine Months Ended June 30, 2017

Financial and operational highlights for our distribution segment for the nine months ended June 30, 2018 and 2017 are presented below.
 Nine Months Ended June 30
 2018 2017 Change
 (In thousands, unless otherwise noted)
Operating revenues$2,595,571
 $2,211,257
 $384,314
Purchased gas cost1,421,698
 1,106,209
 315,489
Contribution margin1,173,873
 1,105,048
 68,825
Operating expenses729,429
 646,299
 83,130
Operating income444,444
 458,749
 (14,305)
Miscellaneous (expense) income(2,198) 334
 (2,532)
Interest charges51,581
 56,437
 (4,856)
Income before income taxes390,665
 402,646
 (11,981)
One-time, non-cash income tax benefit(143,789) 
 (143,789)
Income tax expense104,768
 149,623
 (44,855)
Net income$429,686
 $253,023
 $176,663
Consolidated regulated distribution sales volumes — MMcf269,722
 215,158
 54,564
Consolidated regulated distribution transportation volumes — MMcf117,061
 109,397
 7,664
Total consolidated regulated distribution throughput — MMcf386,783
 324,555
 62,228
Consolidated regulated distribution average cost of gas per Mcf sold$5.27
 $5.14
 $0.13

Income before income taxes for our distribution segment decreased three percent, primarily due to an $83.1 million increase in operating expenses, partially offset with a $68.8 million increase in contribution margin. The year-over-year increase in contribution margin primarily reflects:
a $64.4 million net increase in rate adjustments, excluding rate adjustments resulting from the TCJA, primarily in our Mid-Tex, Kentucky/Mid-States, Mississippi and West Texas Divisions.
a $14.2 million increase in residential and commercial net consumption, primarily in our Mid-Tex and Kentucky/Mid-States Divisions.
a $15.4 million increase in revenue-related taxes primarily in our Mid-Tex Division, offset by a corresponding $15.0 million increase in the related tax expense.
an $8.6 million increase in transportation margin primarily in our Kentucky/Mid-States Division.
a $5.8 million increase from customer growth, primarily in our Mid-Tex Division.
a $38.7 million decrease in contribution margin due to the inclusion of the lower statutory federal income tax rate in our revenues due to implementation of the TCJA. Of this amount, $17.3 million has been reflected in customer


bills. The remaining $21.4 million relates to the establishment of regulatory liabilities for the difference between the former 35% federal statutory income tax rate and the current 21% rate.
The increase in operating expenses largely reflects expenses incurred after we decided to undertake a planned outage of our natural gas distribution system in Northwest Dallas. In late February 2018, there were gas-related incidents in Northwest Dallas, one of which resulted in a fatality and injuries to four other residents.  The National Transportation Safety Board (NTSB) is investigating the latter incident. Together with the Railroad Commission of Texas and the Pipeline and Hazardous Materials Safety Administration, we are a party to the investigation and in that capacity we are working closely with the NTSB to help determine the cause of this incident.  On March 1, 2018, we initiated a planned outage of a portion of our natural gas distribution system in Northwest Dallas that affected approximately 2,400 homes.  The outage was initiated after we experienced a sudden and unexplainable increase in leaks in this confined geographic area in less than a week’s time.  Based upon our preliminary assessment, we believe an extraordinary combination of events and circumstances that could not have been predicted, anticipated, readily modeled or foreseen damaged our pipeline system in that area.  These events and circumstances, include, but are not limited to, geology, hydrology, soil conditions and record rainfall.  The system was replaced and placed into service by March 31, 2018.  While the system was replaced, we provided financial assistance to the affected residents and incurred other related costs of approximately $24 million.
The remaining increase in operating expenses is attributable to an increase in employee-related costs, incremental system integrity activities and increased depreciation and property taxes associated with increased capital investments.
The decrease in income tax expense reflects a reduction in our effective tax rate from 37.2% to 26.8%, as a result of the TCJA.
The following table shows our operating income by distribution division, in order of total rate base, for the nine months ended June 30, 2018 and 2017. The presentation of our distribution operating income is included for financial reporting purposes and may not be appropriate for ratemaking purposes.
 Nine Months Ended June 30
 2018 2017 Change
 (In thousands)
Mid-Tex$175,727
 $200,607
 $(24,880)
Kentucky/Mid-States76,204
 69,821
 6,383
Louisiana64,849
 61,276
 3,573
West Texas42,326
 42,590
 (264)
Mississippi48,792
 41,197
 7,595
Colorado-Kansas32,448
 33,878
 (1,430)
Other4,098
 9,380
 (5,282)
Total$444,444
 $458,749
 $(14,305)

Recent Ratemaking Developments
The amounts described in the following sections represent the operating income that was requested or received in each rate filing, which may not necessarily reflect the stated amount referenced in the final order, as certain operating costs may have changed as a result of a commission’s or other governmental authority’s final ruling. During the first ninethree months of fiscal 2018,2019, we completed 16implemented five regulatory proceedings, resulting in a $10.822.4 million increase in annual operating income as summarized below. The recent ratemaking activities and changes to operating income discussed below thatoutcomes for fiscal 2019 include the impactseffect of tax reform arelegislation enacted effective January 1, 2018 and do not reflective ofreflect the true economic benefit of the rate case outcome as it doesoutcomes because they do not include the corresponding income tax benefit we will receive in income tax expense due to the decrease in our statutory tax rate from 35% to 21%.rate.
Rate Action 
Annual Increase (Decrease) in
Operating Income
  (In thousands)
Annual formula rate mechanisms $23,214
Rate case filings (12,853)
Other rate activity 457
  $10,818



Rate Action 
Annual Increase (Decrease) in
Operating Income
  (In thousands)
Annual formula rate mechanisms $22,378
Rate case filings 
Other rate activity 
  $22,378

The following ratemaking efforts, which reflect a 21% federal income tax rate resulting from the TCJA, seeking $36.0$20.9 million in increased annual operating income were in progress as of June 30,December 31, 2018:
Division Rate Action Jurisdiction Operating Income Requested Rate Action Jurisdiction Operating Income Requested
 (In thousands) (In thousands)
Colorado-Kansas SSIR 
Colorado (1)
 $2,147
Colorado-Kansas SSIR/GIS 
Colorado (2)
 87
Colorado-Kansas Ad Valorem 
Kansas (3)
 214
Louisiana Formula Rate Mechanism 
LGS (1)(2)
 $(1,521) RSC Trans La 4,719
Mid-Tex Formula Rate Mechanism 
Mid-Tex Cities(2)
 28,036
 Rate Case ATM Cities 4,252
Mid-Tex Rate Case 
ATM Cities (2)
 4,252
 Rate Case 
Environs (4)
 (1,875)
Mid-Tex Rate Case 
Environs (2)
 (1,875)
Mississippi Infrastructure Mechanism 
Mississippi (2)
 7,976
Kentucky/Mid-States Formula Rate Mechanism True-Up 
Tennessee (5)
 (3,220)
Kentucky/Mid-States Formula Rate Mechanism 
Tennessee (2)
 (5,032) Rate Case Kentucky 14,424
Kentucky/Mid-States Rate Case 
Virginia (2)
 605
 Rate Case Virginia 605
West Texas Formula Rate Mechanism 
WT Cities (2)
 4,030
 Rate Case 
Environs (4)
 (485)
West Texas Rate Case 
Environs (2)
 (485)
 $35,986
 $20,868

(1)The LouisianaColorado Public ServiceUtilities Commission Staff issued a report, reflectingapproved the impact of TCJA, which recommends an operating income decrease of $1.5 million,SSIR implementation at their December 19, 2018 meeting with rates effective JulyJanuary 1, 2018.2019.
(2)The Company has filed a request to recover Geographic Information System projects in a manner similar to its current SSIR program.
(3)The Kansas Corporation Commission approved the Ad Valorem filing amounton January 8, 2019.
(4)The Texas Railroad Commission approved these filings on December 11, 2018 with an operating income decrease of $2.7 million for Mid-Tex and $0.8 million for West Texas effective January 1, 2019.


(5)The Tennessee Formula Mechanism True-up (True-up filing) test period ended May 2018 reflects a 21%the impact of the lower federal income tax rate resulting frombetween January 1, 2018 and May 31, 2018. The True-up filing was included in the TCJA.Tennessee ARM filing made on February 1, 2019 with the Tennessee Public Utility Commission, which requested an operating income increase of $3.2 million.
Annual Formula Rate Mechanisms
As an instrument to reduce regulatory lag, formula rate mechanisms allow us to refresh our rates on an annual basis without filing a formal rate case. However, these filings still involve discovery by the appropriate regulatory authorities prior to the final determination of rates under these mechanisms. We currently have formula rate mechanisms in our Louisiana, Mississippi and Tennessee operations and in substantially all the service areas in our Texas divisions. Additionally, we have specific infrastructure programs in substantially all of our distribution divisions with tariffs in place to permit the investment associated with these programs to have their surcharge rate adjusted annually to recover approved capital costs incurred in a prior test-year period. The following table summarizes our annual formula rate mechanisms by state:
  Annual Formula Rate Mechanisms
State Infrastructure Programs Formula Rate Mechanisms
     
Colorado System Safety and Integrity Rider (SSIR) 
Kansas Gas System Reliability Surcharge (GSRS) 
Kentucky Pipeline Replacement Program (PRP) (2) 
Louisiana (1) Rate Stabilization Clause (RSC)
Mississippi System Integrity Rider (SIR) Stable Rate Filing (SRF), Supplemental Growth Filing (SGR)
Tennessee  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 and Louisiana 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.
(2)The Company has proposed removal of the PRP tariff in a pending Kentucky Public Service Commission case and anticipates recovery of this program investment through annual forward-looking rate case filings.










The following annual formula rate mechanisms, which reflect a 21% federal income tax rate resulting from the TCJA, were approved during the ninethree months ended June 30,December 31, 2018:
Division Jurisdiction 
Test Year
Ended
 
Increase (Decrease) in
Annual
Operating
Income
 
Effective
Date
    (In thousands)
2018 Filings:        
Kentucky/Mid-States Tennessee - ARM True-up 05/31/2017 $382
 10/15/2018
West Texas 
Amarillo, Lubbock, Dalhart and Channing(1)
 12/31/2017 4,418
 06/08/2018
Mid-Tex 
Environs(1)
 12/31/2017 1,604
 06/05/2018
West Texas 
Environs(1)
 12/31/2017 826
 06/05/2018
Louisiana 
Trans La(1)
 09/30/2017 (1,913) 05/01/2018
Colorado-Kansas Kansas GSRS 09/30/2018 820
 02/27/2018
Colorado-Kansas Colorado SSIR 12/31/2018 2,228
 12/20/2017
Mississippi Mississippi - SIR 10/31/2018 7,658
 12/05/2017
Mississippi 
Mississippi - SGR (2)
 10/31/2018 1,245
 12/05/2017
Mississippi 
Mississippi - SRF (2)
 10/31/2018 
 12/05/2017
Kentucky/Mid-States Kentucky - PRP 09/30/2018 5,638
 10/27/2017
Kentucky/Mid-States 
Virginia - SAVE (3)
 09/30/2017 308
 10/01/2017
Total 2018 Filings     $23,214
  

(1)The operating income reflects a 21% federal income tax rate resulting from the TCJA.
(2)In our next SRF filing, the SGR rate base will be combined with the SRF rate base, per Commission order.
(3)The Company completed our Steps to Advance Virginia Energy (SAVE) program. On October 1, 2017 a refund factor was removed from the rate resulting in an operating income increase of $0.3 million.

Division Jurisdiction 
Test Year
Ended
 
Increase (Decrease) in
Annual
Operating
Income
 
Effective
Date
    (In thousands)
2019 Filings:        
Mississippi Mississippi SIR 10/31/2019 $7,135
 11/01/2018
Mississippi Mississippi SRF 10/31/2019 (118) 11/01/2018
Kentucky/Mid-States Tennessee ARM 05/31/2019 (5,032) 10/15/2018
Mid-Tex Mid-Tex RRM Cities 12/31/2017 17,633
 10/01/2018
West Texas West Texas Cities RRM 12/31/2017 2,760
 10/01/2018
Total 2019 Filings     $22,378
  
Rate Case Filings
A rate case is a formal request from Atmos Energy to a regulatory authority to increase rates that are charged to our customers. Rate cases may also be initiated when the regulatory authorities request us to justify our rates. This process is referred to as a “show cause” action. Adequate rates are intended to provide for recovery of the Company’s costs as well as a fair rate of return and ensure that we continue to deliver reliable, reasonably priced natural gas service safely to our customers. The following table summarizes theThere was no rate cases that werecase activity completed during the ninethree months ended June 30,December 31, 2018.
Division State 
Increase (Decrease) in Annual
Operating Income
 
Effective
Date
    (In thousands)  
2018 Rate Case Filings:      
Colorado-Kansas 
Colorado (1)
 $(241) 05/03/2018
Kentucky/Mid-States 
Kentucky (1)
 (7,504) 05/03/2018
Mid-Tex 
City of Dallas (1)
 (5,108) 02/14/2018
Total 2018 Rate Case Filings   $(12,853)  
(1) The operating income reflects a 21% federal income tax rate resulting from the TCJA.







Other Ratemaking Activity
The following table summarizesCompany had no other ratemaking activity during the ninethree months ended June 30,December 31, 2018.
Division Jurisdiction Rate Activity 
Additional
Annual
Operating
Income
 
Effective
Date
      (In thousands)  
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 a collection of property taxes in excess of the amount included in our Kansas service area's base rates.

Pipeline and Storage Segment
Our pipeline and storage segment consists of the pipeline and storage operations of our Atmos Pipeline–Texas Division (APT) and our natural gas transmission operations in Louisiana. APT is one of the largest intrastate pipeline operations in Texas with a heavy concentration in the established natural gas producing areas of central, northern eastern and westerneastern Texas, extending into or near the major producing areas of the Barnett Shale, the Texas Gulf Coast and the Delaware and Midland Basins of West Texas. APT provides transportation and storage services to our Mid-Tex Division, other third-party local distribution companies, industrial and electric generation customers, as well as marketers and producers. As part of its pipeline operations, APT managesowns and operates five underground storage facilities in Texas.
Our natural gas transmission operations in Louisiana are comprised of a proprietary 21-mile pipeline located in the New Orleans, Louisiana area that is primarily used to aggregate gas supply for our distribution division in Louisiana under a long-term contract and, on a more limited basis, to third parties. The demand fee charged to our Louisiana distribution division for these services is subject to regulatory approval by the Louisiana Public Service Commission. We also manage two asset management plans, which have been approved by applicable state regulatory commissions. Generally, these asset management plans require us to share with our distribution customers a significant portion of the cost savings earned from these arrangements.
Our pipeline and storage segment is impacted by seasonal weather patterns, competitive factors in the energy industry and economic conditions in our Texas and Louisiana service areas. Natural gas prices do not directly impact the results of this segment as revenues are derived from the transportation and storage of natural gas. However, natural gas prices and demand for natural gas could influence the level of drilling activity in the marketssupply areas that we serve, which may influence the level of throughput we may be able to transport on our pipeline.pipelines. Further, natural gas price differences between the various hubs that we serve in Texas could influence the volumes of gas transported for shippers through our Texas pipeline system and the rates for such transportation.
The results of APT are also significantly impacted by the natural gas requirements of its local distribution company customers. Additionally, its operations may be impacted by the timing of when costs and expenses are incurred and when these costs and expenses are recovered through its tariffs.
APT annually uses GRIP to recover capital costs incurred in the prior calendar year. Following the conclusion of its rate case in August 2017, APT made a GRIP filing that covered changes in net investment from October 1, 2016 through December 31, 2016 with a requested increase in operating income of $29.0 million. On December 5, 2017, the filing was approved. On February 15, 2018, APT made a GRIP filing that covered changes in net investment from January 1, 2017 through December 31, 2017 with a requested increase in operating income of $42.2 million. On May 22, 2018, the filing was approved.
On December 21, 2016, the Louisiana Public Service Commission approved an annual increase of five percent to the demand fee charged by our natural gas transmission pipeline for each of the next 10 years, effective October 1, 2017.

Three Months Ended June 30,December 31, 2018 compared with Three Months Ended June 30,December 31, 2017
Financial and operational highlights for our pipeline and storage segment for the three months ended June 30,December 31, 2018 and 2017 are presented below.

 Three Months Ended December 31
 2018 2017 Change
 (In thousands, unless otherwise noted)
Mid-Tex / Affiliate transportation revenue$88,432
 $93,898
 $(5,466)
Third-party transportation revenue43,288
 28,931
 14,357
Other revenue2,750
 3,634
 (884)
Total operating revenues134,470
 126,463
 8,007
Total purchased gas cost(358) 912
 (1,270)
Contribution Margin134,828
 125,551
 9,277
Operating expenses67,801
 56,746
 11,055
Operating income67,027
 68,805
 (1,778)
Other non-operating expense(1,246) (635) (611)
Interest charges9,639
 10,141
 (502)
Income before income taxes56,142
 58,029
 (1,887)
TCJA non-cash income tax benefit


 (21,733) 21,733
Income tax expense12,881
 14,729
 (1,848)
Net income$43,261
 $65,033
 $(21,772)
Gross pipeline transportation volumes — MMcf238,855
 213,137
 25,718
Consolidated pipeline transportation volumes — MMcf170,527
 155,105
 15,422

 Three Months Ended June 30
 2018 2017 Change
 (In thousands, unless otherwise noted)
Mid-Tex / Affiliate transportation revenue$83,592
 $84,594
 $(1,002)
Third-party transportation revenue40,515
 27,369
 13,146
Other revenue3,526
 5,320
 (1,794)
Total operating revenues127,633
 117,283
 10,350
Total purchased gas cost561
 1,251
 (690)
Contribution margin127,072
 116,032
 11,040
Operating expenses65,861
 52,420
 13,441
Operating income61,211
 63,612
 (2,401)
Miscellaneous expense(812) (227) (585)
Interest charges10,034
 10,104
 (70)
Income before income taxes50,365
 53,281
 (2,916)
Income tax expense14,516
 18,987
 (4,471)
Net income$35,849
 $34,294
 $1,555
Gross pipeline transportation volumes — MMcf215,775
 192,543
 23,232
Consolidated pipeline transportation volumes — MMcf180,371
 159,023
 21,348

Income before income taxes for our pipeline and storage segment decreased fivethree percent, primarily due to a $13.4an $11.1 million increase in operating expenses, partially offset by an $11.0a $9.3 million increase in contribution margin.Contribution Margin. The increase in contribution marginContribution Margin primarily reflects:
a $23.7$6.1 million increase in rates from the approved APT rate case and the GRIP filings approved in December 2017 and May 2018. The increase in rates was driven primarily by increased safety and reliability spending.
an $8.0a net increase of $3.1 million decrease in contribution marginprimarily due to wider spreads and positive supply and demand dynamics affecting the inclusion of the lower statutory federal income tax rate in our revenues due to implementation of the TCJA. Of this amount, $3.1 million has been reflected in customer bills. The remaining $4.9 million relates to the establishment of regulatory liabilities for the difference between the former 35% federal statutory rate and the current 21% federal statutory rate as further described in Note 6.Permian Basin.
Operating expenses increased $13.4$11.1 million, primarily due to higher depreciation expense associated with increased capital investments and higher system maintenance expense.
The decrease in income tax expense reflects a reduction in our effective tax rate from 35.6% to 28.8%, as a result of the TCJA.
Nine Months Ended June 30, 2018 compared with Nine Months Ended June 30, 2017
Financial and operational highlights for our pipeline and storage segment for the nine months ended June 30, 2018 and 2017 are presented below.


 Nine Months Ended June 30
 2018 2017 Change
 (In thousands, unless otherwise noted)
Mid-Tex / Affiliate transportation revenue$267,121
 $251,354
 $15,767
Third-party transportation revenue97,860
 72,414
 25,446
Other revenue10,070
 15,439
 (5,369)
Total operating revenues375,051
 339,207
 35,844
Total purchased gas cost1,906
 2,331
 (425)
Contribution margin373,145
 336,876
 36,269
Operating expenses184,047
 159,871
 24,176
Operating income189,098
 177,005
 12,093
Miscellaneous expense(2,093) (784) (1,309)
Interest charges30,581
 30,035
 546
Income before income taxes156,424
 146,186
 10,238
One-time, non-cash income tax benefit(21,733) 
 (21,733)
Income tax expense43,526
 52,351
 (8,825)
Net income$134,631
 $93,835
 $40,796
Gross pipeline transportation volumes — MMcf666,079
 574,556
 91,523
Consolidated pipeline transportation volumes — MMcf484,456
 425,150
 59,306
Income before income taxes for our pipeline and storage segment increased seven percent, primarily due to a $36.3 million increase in contribution margin, partially offset by a $24.2 million increase in operating expenses. The increase in contribution margin primarily reflects:
a $54.0 million increase in rates from the approved APT rate case and the GRIP filings approved in December 2017 and May 2018.
a $16.1 million decrease in contribution margin due to the inclusion of the lower statutory federal income tax rate in our revenues due to implementation of the TCJA. Of this amount, $3.4 million has been reflected in customer bills. The remaining $12.7 million relates to the establishment of regulatory liabilities, as discussed above.
Operating expenses increased $24.2 million, primarily due to higher depreciation expense associated with increased capital investments partially offset by the timing of system maintenance expense.
The decrease in income tax expense primarily reflects a reduction in our effective tax rate from 35.8% to 27.8%, as a result of the TCJA.
Natural Gas Marketing Segment
Through December 31, 2016, we were engaged in an unregulated natural gas marketing business, which was conducted by Atmos Energy Marketing (AEM). AEM’s primary business was to aggregate and purchase gas supply, arrange transportation and storage logistics and ultimately deliver gas to customers at competitive prices. Additionally, AEM utilized proprietary and customer-owned transportation and storage assets to provide various services its customers requested.
As more fully described in Note 13, effective January 1, 2017, we sold all of the equity interests of AEM to CenterPoint Energy Services, Inc. (CES), a subsidiary of CenterPoint Energy Inc. As a result of the sale, Atmos Energy fully exited the nonregulated natural gas marketing business. Accordingly, a gain on sale from discontinued operations for $2.7 million was recorded and net income of $11.0 million for AEM is reported as discontinued operations for the nine months ended June 30, 2017.
      
Liquidity and Capital Resources
The liquidity required to fund our working capital, capital expenditures and other cash needs is provided from a combination of internally generated cash flows and external debt and equity financing. External debt financing is provided primarily through the issuance of long-term debt, a $1.5 billion commercial paper program and three committed revolving credit facilities with a total availability from third-party lenders of approximately $1.5 billion. The commercial paper program and credit facilities provide cost-effective, short-term financing until it can be replaced with a balance of long-term debt and equity financing that achieves the Company's desired capital structure with an equity-to-total-capitalization ratio between 50% and 60%, inclusive of long-term and short-term debt. Additionally, we have various uncommitted trade credit lines with our gas


suppliers that we utilize to purchase natural gas on a monthly basis. The liquidity provided by these sources is expected to be sufficient to fund the Company's working capital needs and capital expenditure program for the remainder of fiscal year 20182019 and beyond. Please refer to the TCJA Impact section above regarding anticipated impacts on our liquidity, capital resources and cash flows.
To continue to support our capital market activities, we havefiled a registration statement on file with the SEC on November 13, 2018 that permits us to issue a total of $2.5$3.0 billion in common stock and/or debt securities. Under the shelfThis registration statement inreplaced our previous registration statement that was effectively exhausted after the completion of our public offering of $600 million of 4.30% senior notes on October 4, 2018. On November 2017,19, 2018, we filed a prospectus supplement forentered into an at-the-market (ATM) equity distribution program under the new shelf registration statement, under which we may issue and sell shares of our common stock (including shares of common stock that may be sold pursuant to the forward sale agreement) up to an aggregate offering price of $500 million. At JuneDuring the three months ended December 31, 2018, no shares of common stock were sold under the ATM program.
On November 30, 2018, we filed a prospectus supplement under the registration statement relating to an underwriting agreement to sell 5,390,836 shares of our common stock for $500 million. After the underwriting discount, net proceeds from the offering were $494.7 million. Concurrently, we entered into separate forward sale agreements with two underwriters who borrowed and sold 2,668,464 shares of our common stock. Under the agreements we have the ability to settle these shares before March 31, 2020 at a price based on the offering price established on November 28, 2018. At December 31, 2018, approximately $650 million$1.8 billion of securities remained available for issuance under the shelf registration statement.
The following table presents our capitalization inclusive of short-term debt and the current portion of long-term debt as of June 30,December 31, 2018, September 30, 20172018 and June 30,December 31, 2017:
 
June 30, 2018 September 30, 2017 June 30, 2017December 31, 2018 September 30, 2018 December 31, 2017
(In thousands, except percentages)(In thousands, except percentages)
Short-term debt$244,777
 3.0% $447,745
 6.0% $258,573
 3.6%$
 % $575,780
 6.8% $336,816
 4.2%
Long-term debt(1)
3,068,315
 38.0% 3,067,045
 41.4% 3,066,734
 42.4%3,659,779
 40.6% 3,068,665
 36.5% 3,067,469
 38.5%
Shareholders’ equity4,759,552
 59.0% 3,898,666
 52.6% 3,901,710
 54.0%5,348,195
 59.4% 4,769,951
 56.7% 4,563,620
 57.3%
Total$8,072,644
 100.0% $7,413,456
 100.0% $7,227,017
 100.0%$9,007,974
 100.0% $8,414,396
 100.0% $7,967,905
 100.0%

(1)In March 2019, $450 million of long-term debt will mature. We plan to issue new senior notes to replace the maturing debt. We have executed forward starting interest rate swaps to effectively fix the Treasury yield component associated with this anticipated issuance at 3.78%. In September 2019, our $125 million term loan will mature, which we plan to refinance.

Cash Flows
Our internally generated funds may change in the future due to a number of factors, some of which we cannot control. These factors include regulatory changes, pricesthe price for our products and services, demand for such products and services, margin requirements resulting from significant changes in commodity prices, operational risks and other factors.
Cash flows from operating, investing and financing activities for the ninethree months ended June 30,December 31, 2018 and 2017 are presented below.


Nine Months Ended June 30Three Months Ended December 31
2018 2017 Change2018 2017 Change
(In thousands)(In thousands)
Total cash provided by (used in)          
Operating activities$1,035,296
 $745,561
 $289,735
$164,684
 $173,238
 $(8,554)
Investing activities(1,087,224) (747,355) (339,869)(415,293) (381,372) (33,921)
Financing activities46,449
 24,037
 22,412
455,035
 236,475
 218,560
Change in cash and cash equivalents(5,479) 22,243
 (27,722)204,426
 28,341
 176,085
Cash and cash equivalents at beginning of period26,409
 47,534
 (21,125)13,771
 26,409
 (12,638)
Cash and cash equivalents at end of period$20,930
 $69,777
 $(48,847)$218,197
 $54,750
 $163,447
Cash flows from operating activities
Period-over-period changes in our operating cash flows are primarily attributable to changes in net income and working capital changes, particularly within our distribution segment resulting from changes in the price of natural gas and the timing of customer collections, payments for natural gas purchases and deferred gas cost recoveries.
For the ninethree months ended June 30,December 31, 2018, we generated cash flow from operating activities of over $1.0 billion$164.7 million compared with $745.6$173.2 million for the ninethree months ended June 30,December 31, 2017. The $289.7$8.6 million increasedecrease in operating cash flows reflects the positive cash effects of successful rate case outcomes achieved in fiscal 2017 andunfavorable changes in working capital, primarily as a resultthe price of natural gas purchased, the timing of customer collections, payments for natural gas purchases and deferred gas cost recoveries under our purchase gas cost mechanisms as a result of a period-over-period increase in sales volumes. This increase in sales volumes also contributed to the period-over-period increase in operating cash flow.recoveries.
Cash flows from investing activities
In recent years, we have incurredOur capital expenditures are primarily used to supportimprove the safety and reliability of our distribution and transmission system through pipeline replacement and system modernization and integrity enhancement efforts, expand our natural gas distribution servicesto enhance and expand our intrastate pipeline network.system to meet customer needs. Over


the last three fiscal years, approximately 8082 percent of our capital spending has been committed to improving the safety and reliability of our system.
We allocate our capital spending among our service areas using risk management models and subject matter experts to identify, assess and develop a plan of action to address our highest risk facilities. We have regulatory mechanisms in most of our service areas that provide the opportunity to include approved capital costs in rate base on a periodic basis without being required to file a rate case. These mechanisms permit us to earn an adequate return timely on our investment without compromising safety or reliability.
For the ninethree months ended June 30,December 31, 2018, cash used for investing activities was $1.1 billion$415.3 million compared to $747.4$381.4 million for the ninethree months ended June 30,December 31, 2017. Capital spending increased by $276.3$33.2 million, or 34nine percent, as a result of planned increases in our distribution segment to repair and replace vintage pipe, and increases in spending in our pipeline and storage segment to improve the reliability of gas service to our local distribution company customers. The period-over-period increase also reflects the absence in the current year period of $140.3 million in net proceeds received from the sale of AEM, $18.6 million in proceeds received from the completion of the State of Texas use tax audit and the $86.1 million used to acquire the North Texas Pipeline in December 2016.
Cash flows from financing activities
For the ninethree months ended June 30,December 31, 2018, our financing activities provided $46.4$455.0 million of cash compared with $24.0$236.5 million in the prior-year period. The $22.4Our significant financing activities for the three months ended December 21, 2018 and 2017 are summarized as follows:
In the three months ended December 31, 2018, we used $590.6 million in net proceeds, after expenses, from debt financing and $494.7 million in net proceeds, after the underwriting discount, from equity financing to reduce short-term debt, to support our capital spending and for other general corporate purposes. Cash dividends increased due to an 8.2 percent increase in cash provided by financing activities primarily reflectsour dividend rate and an increase in cash used for investing activities that exceeded the increase in cash flows provided by operating activities during the nine months ended June 30, 2018.shares outstanding.
In the ninethree months ended June 30, 2018,December 31, 2017, we used $395.1 million in net proceeds from equity financing to reduce short-term debt, to support our capital spending and for other general corporate purposes. Cash dividends increased due to a 7.8% increase in our dividend rate and an increase in shares outstanding.
In the nine months ended June 30, 2017, we issued $750 million of senior notes, as well as $125 million of long-term debt under our three year, $200 million term loan agreement and received $98.8 million in proceeds from the issuance of common stock under our ATM program. The net proceeds from these debt and equity issuances were used to reduce short and long-term debt, support our capital expenditures program and other general corporate purposes. Additionally, the return of cash collateral related to our forward-starting interest rate swaps due to an increase in interest rates provided cash from financing activities of $25.7 million. However, this was offset by the settlement of our forward starting interest rate swaps, which resulted in cash outflows of $37.0 million.

The following table summarizes our share issuances for the ninethree months ended June 30,December 31, 2018 and 2017:
Nine Months Ended 
 June 30
Three Months Ended 
 December 31
2018 20172018 2017
Shares issued:      
Direct Stock Purchase Plan111,727
 90,789
20,559
 38,209
1998 Long-Term Incentive Plan347,213
 529,060
184,464
 235,960
Retirement Savings Plan and Trust73,470
 205,972
23,417
 24,905
At-the-Market (ATM) Equity Distribution Program
 1,303,494
Equity Issuance4,558,404
 
5,390,836
 4,558,404
Total shares issued5,090,814
 2,129,315
5,619,276
 4,857,478
Credit Ratings
Our credit ratings directly affect our ability to obtain short-term and long-term financing, in addition to the cost of such financing. In determining our credit ratings, the rating agencies consider a number of quantitative factors, including debt to total capitalization, operating cash flow relative to outstanding debt, operating cash flow coverage of interest and pension liabilities and funding status. In addition, the rating agencies consider qualitative factors such as consistency of our earnings over time, the quality of our management and business strategy, the risks associated with our businesses and the regulatory structures that govern our rates in the states where we operate.
Our debt is rated by two rating agencies: Standard & Poor’s Corporation (S&P) and Moody’s Investors Service (Moody’s). On December 14, 2018, Moody's affirmed our debt ratings and improved their outlook from stable to positive, citing improvements to our regulatory construct that reduces investment recovery lag and our balanced fiscal policy. As of June 30,December 31, 2018, both rating agenciesS&P maintained a stable outlook. Our current debt ratings are all considered investment grade and are as follows:
 S&P Moody’s
Senior unsecured long-term debtA  A2
Short-term debtA-1  P-1
A significant degradation in our operating performance or a significant reduction in our liquidity caused by more limited access to the private and public credit markets as a result of deteriorating global or national financial and credit conditions


could trigger a negative change in our ratings outlook or even a reduction in our credit ratings by the threetwo credit rating agencies. This would mean more limited access to the private and public credit markets and an increase in the costs of such borrowings.
A credit rating is not a recommendation to buy, sell or hold securities. The highest investment grade credit rating is AAA for S&P and Aaa for Moody’s. The lowest investment grade credit rating is BBB- for S&P and Baa3 for Moody’s. Our credit ratings may be revised or withdrawn at any time by the rating agencies, and each rating should be evaluated independently of any other rating. There can be no assurance that a rating will remain in effect for any given period of time or that a rating will not be lowered, or withdrawn entirely, by a rating agency if, in its judgment, circumstances so warrant.
Debt Covenants
We were in compliance with all of our debt covenants as of June 30,December 31, 2018. Our debt covenants are described in greater detail in Note 56 to the unaudited condensed consolidated financial statements.
Contractual Obligations and Commercial Commitments
Except as noted in Note 9 to the unaudited condensed consolidated financial statements, there were no significant changes in our contractual obligations and commercial commitments during the ninethree months ended June 30,December 31, 2018.

Risk Management Activities
In our distribution and pipeline and storage segments, we use a combination of physical storage, fixed physical contracts and fixed financial contracts to reduce our exposure to unusually large winter-period gas price increases. Additionally, we manage interest rate risk by entering into financial instruments to effectively fix the Treasury yield component of the interest cost associated with anticipated financings. Through December 31, 2016, we managed our exposure to the risk of natural gas price changes in our natural gas marketing segment by locking in our contribution margin through a combination of storage and financial instruments, including futures, over-the-counter and exchange-traded options and swap contracts with counterparties.
The following table shows the components of the change in fair value of our financial instruments for the three and nine months ended June 30,December 31, 2018 and 2017:


Three Months Ended 
 June 30
 Nine Months Ended 
 June 30
Three Months Ended 
 December 31
2018 2017 2018 20172018 2017
(In thousands)(In thousands)
Fair value of contracts at beginning of period$(86,342) $(114,004) $(109,159) $(279,543)$(55,218) $(109,159)
Contracts realized/settled(13) 37,172
 (1,213) 48,928
6,458
 1,160
Fair value of new contracts109
 557
 (607) (1,040)484
 (569)
Other changes in value10,719
 (29,869) 35,452
 125,511
(35,393) (7,961)
Fair value of contracts at end of period(75,527) (106,144) (75,527) (106,144)(83,669) (116,529)
Netting of cash collateral
 
 
 

 
Cash collateral and fair value of contracts at period end$(75,527) $(106,144) $(75,527) $(106,144)$(83,669) $(116,529)
The fair value of our financial instruments at June 30,December 31, 2018 is presented below by time period and fair value source:
Fair Value of Contracts at June 30, 2018Fair Value of Contracts at December 31, 2018
Maturity in Years  Maturity in Years  
Source of Fair Value
Less
Than 1
 1-3 4-5 
Greater
Than 5
 
Total
Fair
Value
Less
Than 1
 1-3 4-5 
Greater
Than 5
 
Total
Fair
Value
(In thousands)(In thousands)
Prices actively quoted$(75,635) $108
 $
 $
 $(75,527)$(83,954) $285
 $
 $
 $(83,669)
Prices based on models and other valuation methods
 
 
 
 

 
 
 
 
Total Fair Value$(75,635) $108
 $
 $
 $(75,527)$(83,954) $285
 $
 $
 $(83,669)
Pension and Postretirement Benefits Obligations
For the ninethree months ended June 30,December 31, 2018 and 2017, our total net periodic pension and other postretirement benefits costs were $31.2$6.3 million and $34.7$9.2 million. Most of theseThese costs are recoverable through our tariff rates. A portion of these costs is capitalized into our rate base.base or deferred as a regulatory asset or liability. The remaining costs are recorded as a component of operation and maintenance expense.


expense or other non-operating expense as discussed in Note 8.
Our fiscal 20182019 costs were determined using a September 30, 20172018 measurement date. As of September 30, 2017,2018, interest and corporate bond rates were higher than the rates as of September 30, 2016.2017. Therefore, we increased the discount rate used to measure our fiscal 20182019 net periodic cost from 3.733.89 percent to 3.894.38 percent. We lowered theThe expected return on plan assets toremained consistent with prior year at 6.75 percent in the determination of our fiscal 20182019 net periodic pension cost based upon expected market returns for our targeted asset allocation. As a result of the net impact of changes in these and other assumptions, we expect our fiscal 20182019 net periodic pension cost to be approximately 25 percent lower than fiscal 2017.2018.
The amount of funding required for our defined benefit plan is determined in accordance with the Pension Protection Act of 2006 (PPA) and is influenced by the funded position of the plan when the funding requirements are determined on January 1 of each year. Based upon the determination as of January 1, 2018, we were not required to make a minimum contribution to our defined benefit plan during the first quarter of fiscal 2018. However, we will consider whether a voluntary contribution is prudent to maintain certain funding levels.2019.
For the ninethree months ended June 30,December 31, 2018 we contributed $11.4$4.3 million to our postretirement medical plans. We anticipate contributing a total of between $10 million and $20 million to our postretirement plans during fiscal 2018.2019.
The projected pension liability, future funding requirements and the amount of pension expense or income recognized for the plans are subject to change, depending upon the actuarial value of plan assets in the plans and the determination of future benefit obligations as of each subsequent actuarial calculation date. These amounts will be determined by actual investment returns, changes in interest rates, values of assets in the plans and changes in the demographic composition of the participants in the plans.




OPERATING STATISTICS AND OTHER INFORMATION
The following tables present certain operating statistics for our distribution and pipeline and storage segments for the three and nine-monththree-month periods ended June 30,December 31, 2018 and 2017.
Distribution Sales and Statistical Data
Three Months Ended 
 June 30
 Nine Months Ended 
 June 30
Three Months Ended 
 December 31
2018 2017 2018 20172018 2017
METERS IN SERVICE, end of period          
Residential2,969,270
 2,935,136
 2,969,270
 2,935,136
2,988,920
 2,956,247
Commercial270,455
 268,734
 270,455
 268,734
273,032
 270,184
Industrial1,667
 1,682
 1,667
 1,682
1,682
 1,675
Public authority and other8,388
 8,301
 8,388
 8,301
8,386
 8,418
Total meters3,249,780
 3,213,853
 3,249,780
 3,213,853
3,272,020
 3,236,524
          
INVENTORY STORAGE BALANCE — Bcf47.5
 50.4
 47.5
 50.4
56.7
 55.6
SALES VOLUMES — MMcf(1)
          
Gas sales volumes          
Residential21,399
 17,137
 150,872
 115,568
59,864
 48,948
Commercial17,368
 15,960
 85,273
 71,435
31,583
 26,949
Industrial9,325
 8,719
 27,491
 22,859
8,174
 8,458
Public authority and other1,277
 1,158
 6,086
 5,296
2,077
 1,952
Total gas sales volumes49,369
 42,974
 269,722
 215,158
101,698
 86,307
Transportation volumes34,989
 35,020
 122,691
 116,227
42,851
 39,859
Total throughput84,358
 77,994
 392,413
 331,385
144,549
 126,166
OPERATING REVENUES (000’s)(1)(2)
          
Gas sales revenues          
Residential$318,501
 $294,000
 $1,680,155
 $1,385,444
$540,439
 $556,520
Commercial145,685
 136,611
 687,577
 588,273
217,060
 223,580
Industrial31,283
 28,150
 104,300
 106,167
34,472
 33,413
Public authority and other8,581
 8,591
 41,150
 38,307
13,107
 13,561
Total gas sales revenues504,050
 467,352
 2,513,182
 2,118,191
805,078
 827,074
Transportation revenues23,965
 20,439
 79,266
 67,227
25,350
 25,362
Other gas revenues7,473
 6,269
 3,123
 25,839
8,407
 8,356
Total operating revenues$535,488
 $494,060
 $2,595,571
 $2,211,257
$838,835
 $860,792
Average cost of gas per Mcf sold$4.68
 $4.60
 $5.27
 $5.14
$4.30
 $5.37
See footnote following these tables.



Pipeline and Storage Operations Sales and Statistical Data
Three Months Ended 
 June 30
 Nine Months Ended 
 June 30
Three Months Ended 
 December 31
2018 2017 2018 20172018 2017
CUSTOMERS, end of period          
Industrial93
 92
 93
 92
93
 93
Other237
 239
 237
 239
242
 240
Total330
 331
 330
 331
335
 333
          
INVENTORY STORAGE BALANCE — Bcf0.5
 1.1
 0.5
 1.1
1.0
 1.1
PIPELINE TRANSPORTATION VOLUMES — MMcf(1)
215,775
 192,543
 666,079
 574,556
238,855
 213,137
OPERATING REVENUES (000’s)(1)(2)
$127,633
 $117,283
 $375,051
 $339,207
$134,470
 $126,463
Note to preceding tables:
 
(1) 
Sales volumes and revenues reflect segment operations, including intercompany sales and transportation amounts.
(2)
Operating revenues include revenues from our alternative revenue programs as defined in Note 5.
RECENT ACCOUNTING DEVELOPMENTS
Recent accounting developments and their impact on our financial position, results of operations and cash flows are described in Note 2 to the unaudited condensed consolidated financial statements.
 
Item 3.Quantitative and Qualitative Disclosures About Market Risk
Information regarding our quantitative and qualitative disclosures about market risk are disclosed in Item 7A in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017.2018. During the ninethree months ended June 30,December 31, 2018, there were no material changes in our quantitative and qualitative disclosures about market risk.

Item 4.Controls and Procedures
Management’s Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act). Based on this evaluation, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective as of June 30,December 31, 2018 to provide reasonable assurance that information required to be disclosed by us, including our consolidated entities, in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms, including a reasonable level of assurance that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
    
We did not make any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the thirdfirst quarter of the fiscal year ended September 30, 20182019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
During the ninethree months ended June 30,December 31, 2018, except as noted in Note 9 to the unaudited condensed consolidated financial statements, there were no material changes in the status of the litigation and other matters that were disclosed in Note 11 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2017.2018. We continue to believe that the final outcome of such litigation and other matters or claims will not have a material adverse effect on our financial condition, results of operations or cash flows.
 
Item 6.Exhibits
The following exhibits are filed as part of this Quarterly Report.
 
Exhibit
Number
  Description
Page Number or
Incorporation by
Reference to
2.1Exhibit 2.1 to Form 8-K dated October 29, 2016 (File No. 1-10042)
10 the Managers and Forward Purchasers named in Schedule A thereto
1210.1 Form of Master Forward Sale Confirmation

10.2 Forward Sale Agreement between Atmos Energy Corporation and Goldman Sachs & Co. LLC dated as of November 28, 2018

10.3Forward Sale Agreement between Atmos Energy Corporation and Bank of America, N.A. dated as of November 28, 2018

10.4Additional Forward Sale Agreement between Atmos Energy Corporation and Goldman Sachs & Co. LLC dated as of November 29, 2018

10.5Additional Forward Sale Agreement between Atmos Energy Corporation and Bank of America, N.A. dated as of November 29, 2018

15   
31   
32   
101.INS  XBRL Instance Document 
101.SCH  XBRL Taxonomy Extension Schema 
101.CAL  XBRL Taxonomy Extension Calculation Linkbase 
101.DEF  XBRL Taxonomy Extension Definition Linkbase 
101.LAB  XBRL Taxonomy Extension Labels Linkbase 
101.PRE  XBRL Taxonomy Extension Presentation Linkbase 
 
*These certifications, which were made pursuant to 18 U.S.C. Section 1350 by the Company’s Chief Executive Officer and Chief Financial Officer, furnished as Exhibit 32 to this Quarterly Report on Form 10-Q, will not be deemed to be filed with the Commission or incorporated by reference into any filing by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates such certifications by reference.


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
   
ATMOS ENERGY CORPORATION
               (Registrant)
   
By: /s/    CHRISTOPHER T. FORSYTHE
   
Christopher T. Forsythe
Senior Vice President and Chief Financial Officer
(Duly authorized signatory)
Date: August 8, 2018February 5, 2019

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