UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

Current Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934

November 4, 2015
Date of Report (Date of earliest event reported)

ATMOS ENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)



TEXAS AND VIRGINIA
1-10042
75-1743247
---------------------------------
------------------------
----------------------
(State or Other Jurisdiction
(Commission File
(I.R.S. Employer
of Incorporation)
Number)
Identification No.)

1800 THREE LINCOLN CENTRE,
 
5430 LBJ FREEWAY, DALLAS, TEXAS
75240
----------------------------------------------------
-----------------
(Address of Principal Executive Offices)
(Zip Code)

(972) 934-9227
------------------------------
(Registrant's Telephone Number, Including Area Code)

Not Applicable
---------------------------
(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



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Item 2.02.
Results of Operations and Financial Condition.

On Wednesday, November 4, 2015, Atmos Energy Corporation (the “Company”) issued a news release in which it reported the Company’s financial results for the fourth quarter and full 2015 fiscal year, which ended September 30, 2015, and that certain of its officers would discuss such financial results in a conference call on Thursday, November 5, 2015 at 10:00 a.m. Eastern Time. In the release, the Company also announced that the call would be webcast live and that slides for the webcast would be available on its website for all interested parties.

A copy of the news release is furnished as Exhibit 99.1. The information furnished in this Item 2.02 and in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)
On November 4, 2015, Michael E. Haefner, President and Chief Operating Officer of Atmos Energy Corporation, was elected to the Board of Directors of the Company, effective November 4, 2015, with his term expiring at the 2016 annual meeting of shareholders on February 3, 2016. The Board did not appoint Mr. Haefner to serve on any Board committees. Mr. Haefner has not received any grant or award under any company plan, contract or arrangement in connection with his election.

Item 9.01.
Financial Statements and Exhibits.

(d)    Exhibits
 
 
 
 
 
 
 
Exhibit Number
Description
 
 
99.1
  
News Release dated November 4, 2015 (furnished under Item 2.02)















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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 hereunto duly authorized.

 
ATMOS ENERGY CORPORATION
 
             (Registrant)
 
 
 
 
DATE: November 4, 2015
By: /s/ LOUIS P. GREGORY                          
       Louis P. Gregory
       Senior Vice President, General Counsel
       and Corporate Secretary
 
 

























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INDEX TO EXHIBITS


Exhibit Number
Description
 
99.1
News Release dated November 4, 2015 (furnished under Item 2.02)

 











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Exhibit 99.1
 
 
 
News Release
Analysts and Media Contact:
Susan Giles (972) 855-3729

Atmos Energy Corporation Reports Earnings for Fiscal 2015 and
Initiates Fiscal 2016 Guidance; Raises Dividend 7.7 Percent

DALLAS ( November 4, 2015 ) - Atmos Energy Corporation (NYSE: ATO) today reported consolidated results for its 2015 fiscal year and fourth quarter ended September 30, 2015 .

Fiscal 2015 consolidated net income, excluding net unrealized margins, was $316.5 million , or $3.10 per diluted share, compared with consolidated net income of $284.0 million , or $2.90 per diluted share in the prior year, excluding net unrealized margins.

Fiscal 2015 net income was $315.1 million , or $3.09 per diluted share, after including noncash, unrealized net losses of $1.5 million , or $(0.01) per diluted share. Net income was $289.8 million , or $2.96 per diluted share in the prior year, after including unrealized net gains of $5.8 million or $0.06 per diluted share.
   
Natural gas distribution customers benefited from weather-normalized rates, which returned approximately $19.5 million in savings on customer bills, as a result of weather that was eight percent colder than normal in fiscal 2015.

Capital expenditures were $975.1 million for the year ended September 30, 2015 , with over 80 percent of that spending related to system safety and reliability investments.

Atmos Energy expects fiscal 2016 earnings to be in the range of $3.20 to $3.40 per diluted share, excluding net unrealized margins. Capital expenditures are expected to be in the range of $1.0 billion to $1.1 billion in fiscal 2016 .

The company's Board of Directors has declared a quarterly dividend of $0.42 per common share. The indicated annual dividend for fiscal 2016 is $1.68, which represents a 7.7 percent increase.
For the quarter ended September 30, 2015 , consolidated net income, excluding unrealized margins was $30.1 million , or $0.29 per diluted share, compared with net income of $24.9 million , or $0.24 per diluted share for the same quarter last year. Noncash, unrealized net losses

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from nonregulated operations were $6.6 million , or $(0.06) per diluted share for the three months ended September 30, 2015 , and $1.2 million , or $(0.01) per diluted share for the prior-year quarter.
“Our business strategy continues to yield solid results,” said Kim Cocklin, chief executive officer of Atmos Energy Corporation. “Our 2015 financial performance reflects the continued capital investments we have made in our infrastructure to provide safe and reliable gas service to our customers. These investments, along with timely recovery, will position us well for fiscal 2016 and beyond. We remain confident in the fundamental strength of our business to continue delivering annual earnings per share growth in the six to eight percent range,” Cocklin concluded.


Results for the Fiscal Year Ended September 30, 2015
Regulated distribution gross profit increased $61.1 million to $1,237.6 million for the year ended September 30, 2015 , compared with $1,176.5 million in the prior-year period. Gross profit reflects a net $70.6 million increase in rates, primarily in the Mid-Tex, West Texas and Kentucky/Mid-States Divisions. Additionally, gross profit increased $4.5 million from higher transportation revenue, while it decreased $10.5 million due to warmer weather. Although weather was eight percent colder than normal during fiscal 2015, it was 10 percent warmer than the prior year, before adjusting for weather normalization mechanisms.

Regulated pipeline gross profit increased $51.6 million to $370.1 million for the year ended September 30, 2015 , compared with $318.5 million in the prior fiscal year. This increase primarily reflects a $47.0 million increase in revenue from the Gas Reliability Infrastructure Program (GRIP) filings approved in fiscal 2014 and 2015.

Nonregulated gross profit decreased $15.1 million to $72.9 million for the year ended September 30, 2015 , compared with $88.0 million for the prior-year period. Realized margins for gas delivery, storage and transportation services increased $8.3 million year over year, primarily due to a $0.03 /Mcf increase in per-unit margins, partially offset by a seven percent decrease in consolidated sales volumes. This increase was more than offset by an $11.4 million decrease in other realized margins primarily related to lower natural gas price volatility in the current year. Finally, unrealized margins decreased $12.0 million .

Consolidated operation and maintenance expense for the year ended September 30, 2015 was $541.9 million , compared with $505.2 million for the prior year. The $36.7 million increase resulted primarily from increased pipeline maintenance spending and higher employee-related expenses.

Depreciation and amortization increased $20.8 million to $274.8 million during the year ended September 30, 2015 , compared with $254.0 million for the prior year primarily due to incremental capital investments made in fiscal 2014.

Capital expenditures increased to $975.1 million for the year ended September 30, 2015 , compared with $835.3 million in the prior year. The $139.8 million increase is largely due to a $96.9 million increase in spending in the regulated distribution segment, primarily due to a planned increase in safety and reliability investment in fiscal 2015. Additionally, capital spending in the regulated pipeline segment increased $43.4 million in the current year to further ensure the reliability of gas service to the Mid-Tex Division and other regulated distribution customers.

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For the year ended September 30, 2015 , the company generated operating cash flow of $836.5 million , a $96.5 million increase compared with the year ended September 30, 2014 . The year-over-year increase primarily reflects constructive rate adjustments achieved in the prior and current years and lower gas prices during the current-year storage injection season.

The debt capitalization ratio at September 30, 2015 was 47.7 percent , compared with 46.2 percent at September 30, 2014 . At September 30, 2015 , there was $457.9 million of short-term debt outstanding, compared with $196.7 million at September 30, 2014 . Short-term debt levels in the prior year were lower as a result of higher cash balances following the completion of the February 2014 equity offering.


Results for the 2015 Fiscal Fourth Quarter Ended September 30, 2015
Regulated distribution gross profit increased $6.0 million to $240.5 million for the fiscal 2015 fourth quarter, compared with $234.5 million in the prior-year quarter. Gross profit reflects a net $9.1 million increase in rates, primarily in the Mid-Tex and West Texas Divisions.

Regulated pipeline gross profit increased $11.5 million to $97.8 million for the quarter ended September 30, 2015 , compared with $86.3 million for the same quarter last year. This increase is primarily the result of a $9.5 million increase to rates under the GRIP filing that became effective in fiscal 2015.

Nonregulated gross profit decreased $0.9 million to $16.1 million for the fourth quarter of fiscal 2015 , compared with $17.0 million for the prior-year quarter. Realized margins for gas delivery, storage and transportation services increased $2.3 million quarter over quarter, primarily due to a $0.04 /Mcf increase in per-unit margins, partially offset by a four percent decrease in consolidated sales volumes. Additionally, other realized margins increased $5.7 million , primarily related to more favorable financial settlements in the current-year quarter compared to the prior-year quarter. Unrealized margins were $8.9 million lower than the prior-year quarter.

Consolidated operation and maintenance expense for the three months ended September 30, 2015 was $157.4 million , compared with $139.2 million for the prior-year quarter. The $18.2 million quarter-over-quarter increase resulted primarily from increased pipeline maintenance spending and higher employee-related expenses.
Outlook
The leadership of Atmos Energy remains focused on enhancing system safety and reliability through infrastructure investment while delivering shareholder value and consistent earnings growth. Atmos Energy expects fiscal 2016 earnings to be in the range of $3.20 to $3.40 per diluted share, excluding unrealized margins. Net income from regulated operations is expected to be in the range of $315 million to $335 million, while net income from nonregulated operations is expected to be in the range of $14 million to $19 million. Capital expenditures for fiscal 2016 are expected to range between $1.0 billion and $1.1 billion.


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Conference Call to be Webcast November 5, 2015
Atmos Energy will host a conference call with financial analysts to discuss the fiscal 2015 financial results and outline the assumptions supporting the fiscal 2016 guidance on Thursday, November 5, 2015, at 10 a.m. Eastern Time. The domestic telephone number is 877-485-3107 and the international telephone number is 201-689-8427. Kim Cocklin, chief executive officer and Bret Eckert, senior vice president and chief financial officer will participate in the conference call. The conference call will be webcast live on the Atmos Energy website at www.atmosenergy.com . A playback of the call will be available on the website later that day.

Highlights and Recent Developments
Election of Director
Effective November 4, 2015, Michael E. Haefner, president and chief operating officer, was elected to the board of directors of the company, with his term expiring at the 2016 annual meeting of shareholders on February 3, 2016.
Senior Management Promotions
On September 28, 2015, Atmos Energy announced the promotion of Michael E. Haefner, from executive vice president to president and chief operating officer, effective October 1, 2015. Additionally, Marvin L. Sweetin, senior vice president of utility operations, was promoted to the newly-created position of senior vice president of safety and enterprise services, effective October 1, 2015.
Credit Facility Replaced
On September 25, 2015, Atmos Energy replaced its existing $1.25 billion revolving credit agreement, which was set to expire on August 22, 2019, with a new $1.25 billion revolving credit agreement (Credit Facility) with substantially the same terms. The Credit Facility also retains a $250 million accordion feature that would allow an increase in commitments up to $1.5 billion. The Credit Facility has an expiration date of September 25, 2020, with the company having the option to twice extend the five-year term for one additional year.

This news release should be read in conjunction with the attached unaudited financial information.
Forward-Looking Statements
The matters discussed in this news release 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 news release are forward-looking statements made in good faith by the company 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 news release or in any of the company's other 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 discussed in this news release, including the risks and uncertainties relating to regulatory trends and decisions, the company's ability to continue to access the capital markets and the other factors discussed in the

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company's reports filed with the Securities and Exchange Commission. These factors include the risks and uncertainties discussed in the company's Annual Report on Form 10-K for the fiscal year ended September 30, 2014 and in the company's Quarterly Report on Form 10-Q for the three and nine months ended June 30, 2015 . Although the company believes 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. The company undertakes no obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.

About Atmos Energy
Atmos Energy Corporation, headquartered in Dallas, is one of the country's largest natural-gas-only distributors, serving over three million natural gas distribution customers in over 1,400 communities in eight states from the Blue Ridge Mountains in the East to the Rocky Mountains in the West. Atmos Energy also manages company-owned natural gas pipeline and storage assets, including one of the largest intrastate natural gas pipeline systems in Texas and provides natural gas marketing and procurement services to industrial, commercial and municipal customers primarily in the Midwest and Southeast. For more information, visit www.atmosenergy.com .

5



Atmos Energy Corporation
Financial Highlights (Unaudited)
 
Statements of Income
 
Year Ended
September 30
(000s except per share)
 
2015
 
2014
Gross Profit:
 
 
 
 
Regulated distribution segment
 
$
1,237,577

 
$
1,176,515

Regulated pipeline segment
 
370,112

 
318,459

Nonregulated segment
 
72,860

 
87,955

Intersegment eliminations
 
(532
)
 
(503
)
Gross profit
 
1,680,017

 
1,582,426

Operation and maintenance expense
 
541,868

 
505,154

Depreciation and amortization
 
274,796

 
253,987

Taxes, other than income
 
231,958

 
211,936

Total operating expenses
 
1,048,622

 
971,077

Operating income
 
631,395

 
611,349

Miscellaneous expense
 
(4,389
)
 
(5,235
)
Interest charges
 
116,241

 
129,295

Income before income taxes
 
510,765

 
476,819

Income tax expense
 
195,690

 
187,002

Net income
 
$
315,075

 
$
289,817

Basic earnings per share
 
$
3.09

 
$
2.96

Diluted earnings per share
 
$
3.09

 
$
2.96

Cash dividends per share
 
$
1.56

 
$
1.48

Weighted average shares outstanding:
 
 
 
 
Basic
 
101,892

 
97,606

Diluted
 
101,892

 
97,608


 
 
Year Ended
September 30
Summary Net Income (Loss) by Segment (000s)
 
2015
 
2014
Regulated distribution
 
$
204,813

 
$
171,585

Regulated pipeline
 
94,662

 
86,191

Nonregulated
 
17,064

 
26,209

Unrealized margins, net of tax
 
(1,464
)
 
5,832

Consolidated net income
 
$
315,075

 
$
289,817


6



Atmos Energy Corporation
Financial Highlights, continued (Unaudited)
 
Statements of Income
 
Three Months Ended
September 30
(000s except per share)
 
2015
 
2014
Gross Profit:
 
 
 
 
Regulated distribution segment
 
$
240,511

 
$
234,491

Regulated pipeline segment
 
97,807

 
86,314

Nonregulated segment
 
16,136

 
16,987

Intersegment eliminations
 
(133
)
 
(133
)
Gross profit
 
354,321

 
337,659

Operation and maintenance expense
 
157,379

 
139,163

Depreciation and amortization
 
70,737

 
68,256

Taxes, other than income
 
50,352

 
46,296

Total operating expenses
 
278,468

 
253,715

Operating income
 
75,853

 
83,944

Miscellaneous expense
 
(1,755
)
 
(1,213
)
Interest charges
 
31,075

 
33,739

Income before income taxes
 
43,023

 
48,992

Income tax expense
 
19,508

 
25,279

Net income
 
$
23,515

 
$
23,713

Basic earnings per share
 
$
0.23

 
$
0.23

Diluted earnings per share
 
$
0.23

 
$
0.23

Cash dividends per share
 
$
0.390

 
$
0.370

Weighted average shares outstanding:
 
 
 
 
Basic
 
102,234

 
101,247

Diluted
 
102,234

 
101,247


 
 
Three Months Ended
September 30
Summary Net Income (Loss) by Segment (000s)
 
2015
 
2014
Regulated distribution
 
$
9,109

 
$
1,556

Regulated pipeline
 
16,377

 
17,698

Nonregulated
 
4,674

 
5,666

Unrealized margins, net of tax
 
(6,645
)
 
(1,207
)
Consolidated net income
 
$
23,515

 
$
23,713




7



Atmos Energy Corporation
Financial Highlights, continued (Unaudited)
 
Condensed Balance Sheets
 
September 30,
 
September 30,
(000s)
 
2015
 
2014
Net property, plant and equipment
 
$
7,430,580

 
$
6,725,906

Cash and cash equivalents
 
28,653

 
42,258

Accounts receivable, net
 
295,160

 
343,400

Gas stored underground
 
236,603

 
278,917

Other current assets
 
70,569

 
111,265

Total current assets
 
630,985

 
775,840

Goodwill
 
742,702

 
742,029

Deferred charges and other assets
 
288,678

 
350,929

 
 
$
9,092,945

 
$
8,594,704

 
 
 
 
 
Shareholders' equity
 
$
3,194,797

 
$
3,086,232

Long-term debt
 
2,455,388

 
2,455,986

Total capitalization
 
5,650,185

 
5,542,218

Accounts payable and accrued liabilities
 
238,942

 
308,086

Other current liabilities
 
457,954

 
405,869

Short-term debt
 
457,927

 
196,695

Current maturities of long-term debt
 

 

Total current liabilities
 
1,154,823

 
910,650

Deferred income taxes
 
1,411,315

 
1,286,616

Deferred credits and other liabilities
 
876,622

 
855,220

 
 
$
9,092,945

 
$
8,594,704


8



Atmos Energy Corporation
Financial Highlights, continued (Unaudited)
 
Condensed Statements of Cash Flows
 
Year Ended
September 30
(000s)
 
2015
 
2014
Cash flows from operating activities
 
 
 
 
Net income
 
$
315,075

 
$
289,817

Depreciation and amortization
 
274,796

 
253,987

Deferred income taxes
 
192,886

 
189,952

Other
 
33,772

 
35,481

Changes in assets and liabilities
 
19,990

 
(29,251
)
Net cash provided by operating activities
 
836,519

 
739,986

Cash flows from investing activities
 
 
 
 
Capital expenditures
 
(975,132
)
 
(835,251
)
Other, net
 
377

 
(2,325
)
Net cash used in investing activities
 
(974,755
)
 
(837,576
)
Cash flows from financing activities
 
 
 
 
Net increase (decrease) in short-term debt
 
254,780

 
(165,865
)
Net proceeds from issuance of long-term debt
 
493,538

 

Net proceeds from equity offering
 

 
390,205

Settlement of Treasury lock agreements
 
13,364

 

Repayment of long-term debt
 
(500,000
)
 

Cash dividends paid
 
(160,018
)
 
(146,248
)
Repurchase of equity awards
 
(7,985
)
 
(8,717
)
Issuance of common stock
 
30,952

 
4,274

Net cash provided by financing activities
 
124,631

 
73,649

Net decrease in cash and cash equivalents
 
(13,605
)
 
(23,941
)
Cash and cash equivalents at beginning of period
 
42,258

 
66,199

Cash and cash equivalents at end of period
 
$
28,653

 
$
42,258

 
 
 
Three Months Ended
September 30
 
Year Ended
September 30
Statistics
 
2015
 
2014
 
2015
 
2014
Consolidated distribution throughput (MMcf as metered)
 
56,614

 
57,493

 
429,322

 
451,803

Consolidated pipeline transportation volumes (MMcf)
 
146,240

 
130,777

 
528,068

 
493,360

Consolidated nonregulated delivered gas sales volumes (MMcf)
 
79,167

 
82,763

 
351,427

 
377,441

Regulated distribution meters in service
 
3,151,312

 
3,115,069

 
3,151,312

 
3,115,069

Regulated distribution average cost of gas
 
$
4.64

 
$
6.10

 
$
5.20

 
$
5.94

Nonregulated net physical position (Bcf)
 
14.6

 
9.3

 
14.6

 
9.3

###


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