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 3, 2016
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))






Item 2.02.
Results of Operations and Financial Condition.

On Wednesday, November 9, 2016, Atmos Energy Corporation (the “Company”) issued a news release in which it reported the Company’s financial results for the fourth quarter and full 2016 fiscal year, which ended September 30, 2016, and that certain of its officers would discuss such financial results in a conference call on Thursday, November 10, 2016 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.

(b)     As reported in our news release issued November 3, 2016, Marvin L. Sweetin, Senior Vice President, Safety and Enterprise Services, will retire from the Company effective December 31, 2016.

Item 9.01.
Financial Statements and Exhibits.

(d)    Exhibits
 
 
 
 
 
 
 
Exhibit Number
Description
 
 
99.1
  
News Release dated November 9, 2016 (furnished under Item 2.02)
 
 
99.2
 
News Release dated November 3, 2016















2



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 9, 2016
By: /s/ LOUIS P. GREGORY                          
       Louis P. Gregory
       Senior Vice President, General Counsel
       and Corporate Secretary
 
 

























3



INDEX TO EXHIBITS


Exhibit Number
Description
 
99.1
News Release dated November 9, 2016 (furnished under Item 2.02)

 
99.2
News Release dated November 3, 2016
 











4



Exhibit 99.1
G528915G02G72A07.JPG
 
 
 
News Release
Analysts and Media Contact:
Susan Giles (972) 855-3729

Atmos Energy Corporation Reports Earnings for Fiscal 2016 and
Initiates Fiscal 2017 Guidance; Raises Dividend 7.1 Percent

DALLAS ( November 9, 2016 ) - Atmos Energy Corporation (NYSE: ATO) today reported consolidated results for its 2016 fiscal year and fourth quarter ended September 30, 2016 .

Fiscal 2016 consolidated net income was $350.1 million , or $3.38 per diluted share, compared with consolidated net income of $315.1 million , or $3.09 per diluted share in the prior year.

Fiscal 2016 consolidated net income, excluding net unrealized margins, was $349.3 million , or $3.37 per diluted share, compared with consolidated net income, excluding net unrealized margins of $316.5 million , or $3.10 per diluted share in the prior year.

Fiscal 2016 net income includes a $5.0 million, or $0.05 per diluted share, income tax benefit as a result of adopting new stock-based accounting guidance for equity awards.

Capital expenditures were $1.1 billion for the year ended September 30, 2016, with over 80 percent of that spending related to system safety and reliability investments.

Atmos Energy expects fiscal 2017 earnings from continuing operations to be in the range of $3.45 to $3.65 per diluted share. Capital expenditures are expected to be in the range of $1.1 billion to $1.25 billion in fiscal 2017.

The company's Board of Directors has declared a quarterly dividend of $0.45 per common share. The indicated annual dividend for fiscal 2017 is $1.80, which represents a 7.1 percent increase over fiscal 2016.
 
For the quarter ended September 30, 2016 , consolidated net income was $34.2 million , or $0.33 per diluted share, compared with net income of $23.5 million , or $0.23 per diluted share for the same quarter last year. Consolidated net income includes net unrealized losses of $7.0 million , or $(0.07) per diluted share for the quarter ended September 30, 2016 , compared with net unrealized losses of $6.6 million , or $(0.06) per diluted share for the prior-year quarter.

1




“We are pleased to deliver solid earnings per share growth for the 14th consecutive year," said Kim Cocklin, Chief Executive Officer of Atmos Energy Corporation. "We have continued to execute our growth strategy of infrastructure investment, which benefits our customers and provides an attractive return to our shareholders. In addition, we will further minimize our business risk upon the closing of the announced sale of our marketing business, which will result in Atmos Energy becoming a fully regulated, pure-play natural gas utility. Finally, we are well positioned to deliver earnings per diluted share of between $3.45 and $3.65 in fiscal 2017, which supports our commitment to deliver annual earnings per share growth in the six to eight percent range," Cocklin concluded.

Results for the Fiscal Year Ended September 30, 2016
Regulated distribution gross profit increased $35.2 million to $1,272.8 million for the year ended September 30, 2016 , compared with $1,237.6 million in the prior year. Gross profit reflects a net $47.5 million increase in rates, primarily in the Mid-Tex, Mississippi and West Texas Divisions. This increase was partially offset by a $15.4 million decrease in revenue-related taxes and a $3.4 million decrease in consumption. Weather was 25 percent warmer than the prior year, before adjusting for weather normalization mechanisms, which resulted in a 17 percent decrease in sales volumes.
Regulated pipeline gross profit increased $38.7 million to $408.8 million for the year ended September 30, 2016 , compared with $370.1 million in the prior year. This increase primarily reflects a $39.6 million increase in revenue from the Gas Reliability Infrastructure Program (GRIP) filings approved in 2016 and 2015. This increase was partially offset by decreased through-system volumes and lower storage and blending fees due to warmer weather in the current year.

Nonregulated gross profit decreased $9.1 million to $63.8 million for the year ended September 30, 2016 , compared with $72.9 million for the prior year, as a result of a $12.7 million decrease in realized margins, partially offset by a $3.7 million increase in unrealized margins. The year-over-year decrease in realized margins reflects larger settlement losses incurred during the first six months of the year during a period of falling natural gas prices, partially offset by gains realized during the third and fourth quarters. Additionally, storage fees rose primarily due to increased park and loan activity in the current year.

Consolidated operation and maintenance expense for the year ended September 30, 2016 , was $560.8 million , compared with $541.9 million for the prior-year period. This increase was primarily driven by increased pipeline maintenance spending and legal expenses.

Income tax expense for the year ended September 30, 2016 includes a $5.0 million benefit as a result of adopting new stock-based accounting guidance related to equity awards that vested during the current year.

Capital expenditures increased to $1,087.0 million for the year ended September 30, 2016 , compared with $963.6 million in the prior year driven by a planned increase in spending in the company's regulated operations.


2



For the year ended September 30, 2016 , the company generated operating cash flow of $795.0 million , a $16.9 million decrease compared with the year ended September 30, 2015 . The year-over-year decrease primarily reflects the timing of deferred gas cost recoveries.

The debt capitalization ratio at September 30, 2016 was 48.5 percent , compared with 47.5 percent at September 30, 2015 . At September 30, 2016 , there was $829.8 million of short-term debt outstanding, compared with $457.9 million at September 30, 2015 . Short-term debt balances fluctuate due to the seasonal nature of the natural gas business and the timing of spending year over year.
Results for the Quarter Ended September 30, 2016
Regulated distribution gross profit increased $14.3 million to $254.8 million for the fiscal 2016 fourth quarter, compared with $240.5 million in the prior-year quarter. Gross profit reflects a net $10.3 million increase in rates across all divisions. Additionally, higher customer counts primarily in the Mid-Tex, Louisiana and Kentucky Mid-States Divisions increased gross profit $1.7 million.
Regulated pipeline gross profit increased $11.4 million to $109.2 million for the quarter ended September 30, 2016 , compared with $97.8 million for the same quarter last year. This increase is primarily the result of an $11.2 million increase in revenues from the GRIP filing that became effective in fiscal 2016.
Nonregulated gross profit decreased $4.0 million to $12.1 million for the fiscal 2016 fourth quarter, compared with $16.1 million for the prior-year quarter, as a result of a $3.4 million decrease in realized margins, combined with a $0.6 million decrease in unrealized margins. The quarter-over-quarter decrease in realized margins reflects the timing and magnitude of gains on financial positions combined with increased storage fees.
Consolidated operation and maintenance expense for the quarter September 30, 2016 , was $164.8 million , compared with $157.4 million for the prior-year quarter. This increase was primarily driven by increased pipeline maintenance spending.


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 2017 earnings from continuing operations to be in the range of $3.45 to $3.65 per diluted share. Net income from continuing operations is expected to be in the range of $365 million to $390 million. Capital expenditures for fiscal 2017 are expected to range between $1.1 billion and $1.25 billion.

Conference Call to be Webcast November 10, 2016
 
Atmos Energy will host a conference call with financial analysts to discuss the fiscal 2016 financial results and outline the assumptions supporting the fiscal 2017 guidance on Thursday, November 10, 2016 , at 10:00 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, Mike Haefner, president and chief operating officer, Bret Eckert, senior vice

3



president and chief financial officer, along with other members of the leadership team, 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

Senior Management Retirement
On November 3, 2016, Atmos Energy announced the retirement of Marvin L. Sweetin, Senior Vice President, Safety and Enterprise Services, effective December 31, 2016. Sweetin's successor will be named before his departure.

Sale of Atmos Energy Marketing
On October 31, 2016, Atmos Energy announced the execution of a definitive agreement to sell all of the equity interests in Atmos Energy Marketing, LLC (AEM) to CenterPoint Energy Services, Inc., an indirect wholly-owned subsidiary of CenterPoint Energy, Inc. The transaction includes the transfer of about 800 delivered gas customers and AEM's related asset optimization business at an all cash price of $40.0 million, plus working capital at the date of closing. No material gain or loss is currently anticipated in connection with the closing of this transaction. The proceeds from this transaction will be redeployed to fund infrastructure investment in the regulated business. Upon completion of the sale, Atmos Energy will have fully exited the nonregulated gas marketing business.

Election of Director
Effective November 1, 2016, Kelly H. Compton was elected to the Board of Directors of the company. Ms. Compton has served as Executive Director of the Hoglund Foundation since 1992. Prior to joining the Hoglund Foundation, she served as Vice President of Commercial Lending for NationsBank Texas and its predecessors for 13 years. Compton will serve on the board's Audit Committee and Human Resources Committee.

Senior Management Promotion
On October 28, 2016, Atmos Energy announced the promotion of David J. Park from President of the West Texas Division to Senior Vice President of Utility Operations, effective January 1, 2017. In his new role, Park will be responsible for the operations of Atmos Energy's six utility divisions in eight states, as well as gas supply.

Credit Facility Amended
On October 5, 2016, Atmos Energy amended its existing $1.25 billion revolving credit agreement, (Credit Facility) primarily to increase the committed loan amount from $1.25 billion to $1.5 billion, while retaining the $250 million accordion feature that would allow an increase in the committed loan amount up to $1.75 billion. The Credit Facility was extended for one additional year to September 25, 2021, with all other terms remaining substantially the same.
 
This news release should be read in conjunction with the attached unaudited financial information.
Forward-Looking Statements

4



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 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, 2015 and in the company's Quarterly Report on Form 10-Q for the three and nine months ended June 30, 2016. 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.
Non-GAAP Financial Measures
The historical financial information in this news release utilizes certain financial measures that are not presented in accordance with generally accepted accounting principles (GAAP). Specifically, in addition to presenting the traditional U.S. GAAP measures, historical net income and diluted earnings per share for the quarter and fiscal year periods are presented after excluding net unrealized margins on financial positions utilized in the Company's nonregulated operations. These non-GAAP financial measures are included because the Company believes they more accurately reflect the Company's financial performance since the net unrealized margins relate to positions that will settle in the future and are not necessarily indicative of the value of those positions when they are ultimately settled.
About Atmos Energy
Atmos Energy Corporation, headquartered in Dallas, is the country's largest natural-gas-only distributor, 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 currently 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)
 
2016
 
2015
Gross Profit:
 
 
 
 
Regulated distribution segment
 
$
1,272,805

 
$
1,237,577

Regulated pipeline segment
 
408,833

 
370,112

Nonregulated segment
 
63,790

 
72,860

Intersegment eliminations
 
(532
)
 
(532
)
Gross profit
 
1,744,896

 
1,680,017

Operation and maintenance expense
 
560,766

 
541,868

Depreciation and amortization
 
293,096

 
274,796

Taxes, other than income
 
223,016

 
231,958

Total operating expenses
 
1,076,878

 
1,048,622

Operating income
 
668,018

 
631,395

Miscellaneous expense
 
(1,593
)
 
(4,389
)
Interest charges
 
115,948

 
116,241

Income before income taxes
 
550,477

 
510,765

Income tax expense
 
200,373

 
195,690

Net income
 
$
350,104

 
$
315,075

Basic and diluted earnings per share
 
$
3.38

 
$
3.09

Cash dividends per share
 
$
1.68

 
$
1.56

Basic and diluted weighted average shares outstanding
 
103,524

 
101,892


 
 
Year Ended 
 September 30
Summary Net Income by Segment (000s)
 
2016
 
2015
Regulated distribution
 
$
232,370

 
$
204,813

Regulated pipeline
 
101,689

 
94,662

Nonregulated
 
15,276

 
17,064

Unrealized margins, net of tax
 
769

 
(1,464
)
Consolidated net income
 
$
350,104

 
$
315,075


 














6



Atmos Energy Corporation
Financial Highlights, continued (Unaudited)
 

 
 
 
 
 
Statements of Income
 
Three Months Ended 
 September 30
(000s except per share)
 
2016
 
2015
Gross Profit:
 
 
 
 
Regulated distribution segment
 
$
254,821

 
$
240,511

Regulated pipeline segment
 
109,204

 
97,807

Nonregulated segment
 
12,119

 
16,136

Intersegment eliminations
 
(133
)
 
(133
)
Gross profit
 
376,011

 
354,321

Operation and maintenance expense
 
164,808

 
157,379

Depreciation and amortization
 
76,426

 
70,737

Taxes, other than income
 
50,144

 
50,352

Total operating expenses
 
291,378

 
278,468

Operating income
 
84,633

 
75,853

Miscellaneous expense
 
(532
)
 
(1,755
)
Interest charges
 
30,207

 
31,075

Income before income taxes
 
53,894

 
43,023

Income tax expense
 
19,654

 
19,508

Net income
 
$
34,240

 
$
23,515

Basic and diluted earnings per share
 
$
0.33

 
$
0.23

Cash dividends per share
 
$
0.42

 
$
0.39

Basic and diluted weighted average shares outstanding
 
104,687

 
102,234



 
 
 
 
 
 
 
Three Months Ended 
 September 30
Summary Net Income by Segment (000s)
 
2016
 
2015
Regulated distribution
 
$
14,947

 
$
9,109

Regulated pipeline
 
17,788

 
16,377

Nonregulated
 
8,539

 
4,674

Unrealized margins, net of tax
 
(7,034
)
 
(6,645
)
Consolidated net income
 
$
34,240

 
$
23,515


















7



Atmos Energy Corporation
Financial Highlights, continued (Unaudited)
 
Condensed Balance Sheets
 
September 30,
 
September 30,
(000s)
 
2016
 
2015
Net property, plant and equipment
 
$
8,280,511

 
$
7,430,580

Cash and cash equivalents
 
47,534

 
28,653

Accounts receivable, net
 
300,007

 
295,160

Gas stored underground
 
233,316

 
236,603

Other current assets
 
100,829

 
65,890

Total current assets
 
681,686

 
626,306

Goodwill
 
743,407

 
742,702

Deferred charges and other assets
 
305,285

 
275,484

 
 
$
10,010,889

 
$
9,075,072

 
 
 
 
 
Shareholders' equity
 
$
3,463,059

 
$
3,194,797

Long-term debt
 
2,188,779

 
2,437,515

Total capitalization
 
5,651,838

 
5,632,312

Accounts payable and accrued liabilities
 
259,434

 
238,942

Other current liabilities
 
449,036

 
457,954

Short-term debt
 
829,811

 
457,927

Current maturities of long-term debt
 
250,000

 

Total current liabilities
 
1,788,281

 
1,154,823

Deferred income taxes
 
1,603,056

 
1,411,315

Deferred credits and other liabilities
 
967,714

 
876,622

 
 
$
10,010,889

 
$
9,075,072


8



Atmos Energy Corporation
Financial Highlights, continued (Unaudited)
 
Condensed Statements of Cash Flows
 
Year Ended 
 September 30
(000s)
 
2016
 
2015
Cash flows from operating activities
 
 
 
 
Net income
 
$
350,104

 
$
315,075

Depreciation and amortization
 
293,096

 
274,796

Deferred income taxes
 
193,556

 
192,886

Other
 
21,446

 
22,261

Changes in assets and liabilities
 
(63,212
)
 
6,896

Net cash provided by operating activities
 
794,990

 
811,914

Cash flows from investing activities
 
 
 
 
Capital expenditures
 
(1,086,950
)
 
(963,621
)
Available-for-sale securities activities, net
 
758

 
1,597

Other, net
 
6,460

 
5,422

Net cash used in investing activities
 
(1,079,732
)
 
(956,602
)
Cash flows from financing activities
 
 
 
 
Net increase in short-term debt
 
371,884

 
261,232

Proceeds from issuance of long-term debt, net of discount
 

 
499,060

Net proceeds from equity offering
 
98,574

 

Settlement of interest rate agreements
 

 
13,364

Interest rate agreements cash collateral
 
(25,670
)
 

Repayment of long-term debt
 

 
(500,000
)
Cash dividends paid
 
(175,126
)
 
(160,018
)
Repurchase of equity awards
 

 
(7,985
)
Issuance of common stock through stock purchase and employee retirement plans
 
34,278

 
30,952

Other
 
(317
)
 
(5,522
)
Net cash provided by financing activities
 
303,623

 
131,083

Net increase (decrease) in cash and cash equivalents
 
18,881

 
(13,605
)
Cash and cash equivalents at beginning of period
 
28,653

 
42,258

Cash and cash equivalents at end of period
 
$
47,534

 
$
28,653

 
 
 
Three Months Ended 
 September 30
 
Year Ended 
 September 30
Statistics
 
2016
 
2015
 
2016
 
2015
Consolidated distribution throughput (MMcf as metered)
 
57,031

 
56,614

 
375,967

 
429,322

Consolidated pipeline transportation volumes (MMcf)
 
132,188

 
146,240

 
505,188

 
528,068

Consolidated nonregulated delivered gas sales volumes (MMcf)
 
83,864

 
79,167

 
341,597

 
351,427

Regulated distribution meters in service
 
3,185,509

 
3,151,312

 
3,185,509

 
3,151,312

Regulated distribution average cost of gas
 
$
4.99

 
$
4.64

 
$
4.20

 
$
5.20

Nonregulated net physical position (Bcf)
 
19.2

 
14.6

 
19.2

 
14.6

###


9


Exhibit 99.2
G528915G02G72A04.JPG
 
 
 
News Release
Analysts and Media Contact:
Susan Giles (972) 855-3729

Atmos Energy Corporation Announces
the Retirement of Senior Vice President Marvin Sweetin


DALLAS (November 3, 2016)—Atmos Energy Corporation (NYSE: ATO) said today that effective December 31, 2016, Marvin L. Sweetin, Senior Vice President, Safety and Enterprise Services will retire to take a more active role in his family’s businesses.

“For more than 16 years, Atmos Energy employees have had the special pleasure of enjoying Marvin’s friendship, leadership and support. Marvin has provided a steady hand and contributed to many successes in a variety of important leadership roles,” said Kim Cocklin, Chief Executive Officer of Atmos Energy Corporation. “We wish Marvin and his wife, Regina, continued health, happiness and much success in the years ahead,” Cocklin concluded.

Sweetin joined Atmos Energy in 2000 as Director of Procurement and established the efficient warehouse supply and equipment model still employed today. He was named Director of Technical Training in 2007, Vice President of Customer Service in 2010 and promoted to Senior Vice President of Utility Operations in 2011, serving in that role until 2015. His tenure was marked by a dramatic increase in capital expenditures, greater emphasis on safety and training, the construction of the customer contact center in Amarillo, Texas and the planning and construction of the industry’s best-in-class training facility in Plano, Texas. In October 2015, Marvin was named to his current position of Senior Vice President of Safety and Enterprise Services to lead the company to its goal of becoming the nation’s safest utility.

Sweetin’s successor will be named prior to his departure at the end of December.


About Atmos Energy

Atmos Energy Corporation, headquartered in Dallas, is the country's largest natural-gas-only distributor, 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 currently 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 .


1