Edgar Filing: ATMOS ENERGY CORP

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS

AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)



ý	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016



¨	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 33-57687

ATMOS ENERGY CORPORATION RETIREMENT

SAVINGS PLAN AND TRUST

(Full title of the plan and the address of the

plan, if different from that of the issuer named below)

ATMOS ENERGY CORPORATION

Three Lincoln Centre, Suite 1800

5430 LBJ Freeway

Dallas, Texas 75240

(Name of issuer of the securities held pursuant to the plan and the

address of its principal executive office)

TABLE OF CONTENTS




	Page Number

Report of Independent Registered Public Accounting Firm	2

Audited Financial Statements:

Statements of Net Assets Available for Benefits	3

Statement of Changes in Net Assets Available for Benefits	4

Notes to Financial Statements	5

Supplemental Schedule:

Form 5500, Schedule H, Line 4i – Schedule of Assets (Held At End of Year)	11

Signatures	12

Exhibits Index	13

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Participants and the Qualified Retirement Plans and Trusts Committee of the Atmos Energy Corporation Retirement Savings Plan and Trust

We have audited the accompanying statements of net assets available for benefits of the Atmos Energy Corporation Retirement Savings Plan and Trust (the “Plan”) as of December 31, 2016 and 2015, and the related statement of changes in net assets available for benefits for the year ended December 31, 2016. The Plan’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2016 and 2015, and the changes in its net assets available for benefits for the year ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

The supplemental information in the accompanying schedule of Form 5500, Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2016 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedule is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.




	/s/ Whitley Penn LLP

Dallas, Texas

June 22, 2017

ATMOS ENERGY CORPORATION RETIREMENT

SAVINGS PLAN AND TRUST

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS



	December 31
	2016		2015
Assets
Investments, at fair value:
Common stock of Atmos Energy Corporation	$	317,864,825	$	276,478,595
Registered Investment Companies:
T. Rowe Price Balanced Fund	20,688,695		18,819,487
T. Rowe Price Spectrum Income Fund	14,751,129		18,808,010
T. Rowe Price Spectrum Growth Fund	15,131,800		14,431,651
T. Rowe Price Short-Term Bond Fund	4,098,326		4,073,536
T. Rowe Price U.S. Bond Index Fund	29,483,632		20,277,186
T. Rowe Price New Horizons Fund	35,293,241		31,396,650
T. Rowe Price Mid-Cap Value Fund	31,335,529		23,812,842
T. Rowe Price New America Growth Fund	17,017,922		26,933,500
T. Rowe Price Equity Income Fund	36,794,598		31,240,009
T. Rowe Price Growth Stock Fund	30,790,075		20,344,230
Vanguard Institutional Index	43,163,722		34,880,706
Vanguard Ttl Int Stock	13,449,402		—
Harbor International Fund	20,169,373		29,779,151
T. Rowe Price Retirement 2005 Fund	139,086		277,524
T. Rowe Price Retirement 2010 Fund	1,794,265		1,871,172
T. Rowe Price Retirement 2015 Fund	3,612,976		3,317,639
T. Rowe Price Retirement 2020 Fund	11,580,795		9,344,865
T. Rowe Price Retirement 2025 Fund	10,543,976		6,981,146
T. Rowe Price Retirement 2030 Fund	8,793,901		5,618,510
T. Rowe Price Retirement 2035 Fund	8,583,167		5,864,962
T. Rowe Price Retirement 2040 Fund	6,962,625		5,030,435
T. Rowe Price Retirement 2045 Fund	9,753,915		6,203,233
T. Rowe Price Retirement 2050 Fund	6,630,279		4,675,636
T. Rowe Price Retirement 2055 Fund	4,166,704		2,760,122
T. Rowe Price Retirement 2060 Fund	54,494		—
T. Rowe Price Retirement Balanced Fund	1,654,989		1,205,095
Common/Collective Trust:
T. Rowe Price Stable Value Common Trust Fund	35,694,055		31,441,231
Total investments	739,997,496		635,867,123
Receivables:
Transfer from Atmos Energy Holdings 401(k) Profit Sharing Plan	—		25,146,700
Due from broker	101,424		159,964
Notes receivable from participants	17,177,640		21,195,978
Total receivables	17,279,064		46,502,642
Net assets available for benefits	$	757,276,560	$	682,369,765

See accompanying notes

ATMOS ENERGY CORPORATION RETIREMENT

SAVINGS PLAN AND TRUST

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year ended December 31, 2016




Additions to Net Assets
Investment income:
Net appreciation in fair value of investments	$	62,353,136
Dividends on common stocks	7,438,890
Dividends on registered investment companies	15,689,700
Dividends on common/collective trust	652,743
Total investment income	86,134,469

Other Income
Interest received on notes receivable from participants	1,035,183

Contributions:
Participants	24,596,989
Company - noncash	12,333,758
Company - cash	3,040,629
Rollovers	1,221,504
Total contributions	41,192,880

Total additions to net assets	128,362,532

Deductions from Net Assets
Distributions to participants	53,235,970
Administrative expenses	219,767
Total deductions from net assets	53,455,737
Net increase in net assets available for benefits	74,906,795

Net Assets Available for Benefits
Beginning of year	682,369,765
End of year	$	757,276,560

See accompanying notes

ATMOS ENERGY CORPORATION RETIREMENT

SAVINGS PLAN AND TRUST

NOTES TO FINANCIAL STATEMENTS

December 31, 2016

1. Description of the Plan

The following brief description of the Atmos Energy Corporation Retirement Savings Plan and Trust (the Plan) is provided for general information only. Participants should refer to the Summary Plan Description for a more detailed description of the Plan’s provisions.

General

The Plan is a trusteed defined contribution retirement benefit plan offered to eligible employees of Atmos Energy Corporation (the Company, Atmos Energy or Plan Sponsor). The Plan is to continue for an indefinite term and may be amended or terminated at any time by the Board of Directors of Atmos Energy (the Board). The Plan is administered by the Qualified Retirement Plans and Trusts Committee (the Committee), which is appointed by the Board. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

On December 31, 2015, the Atmos Energy Holdings 401(k) Profit Sharing Plan (the AEH Plan) administered by Fidelity was merged into the Plan. All participants in the AEH Plan became eligible to participate in the Plan. The participants' salary deferral rates that were in effect under the AEH Plan at the time of merger were mapped to the Plan. On December 31, 2015 all assets and loans of active and inactive participants were transferred to the Plan. The Plan was amended and restated effective January 1, 2016.

Eligibility

Substantially all employees of the Company, other than leased employees, (Participants) are automatically enrolled in the Plan at a salary deferral rate of four percent (4%) of their compensation. Participants have a 30-day period to opt out of automatic enrollment. After 30 days, if the Participant has not opted out, salary deferrals begin at the automatic enrollment level of 4%.

Contributions

Contributions to the Plan include contributions withheld by the Company on behalf of each Participant in an amount specified by the Participant pursuant to a salary deferral agreement, as well as matching and fixed annual Company contributions.

Participants may elect a deferral rate ranging from a minimum of one percent (1%) up to a maximum of 65 percent of eligible compensation, as defined by the Plan, not to exceed the maximum allowed by the Internal Revenue Code (the Code) ($18,000 in 2016 or $24,000 for those participants age 50 or older).

The Company contributes a matching Company contribution, in the form of Atmos Energy common stock, in an amount equal to 100 percent of each Participant’s salary deferral contribution, up to a maximum of 4% of such Participant’s eligible compensation, as defined by the Plan, for the Plan year. The Company’s matching contribution meets the current Internal Revenue Service (IRS) “Safe Harbor” definition. The Company may revoke or amend any Participant’s salary deferral agreement if necessary to ensure that (1) each Participant’s salary deferrals for any year will not exceed applicable Code limitations and (2) Company matching contributions will be fully deductible for federal income tax purposes. Additionally, employees who joined the Plan subsequent to September 30, 2010 receive a fixed annual Company contribution of 4% of eligible compensation to their Plan account. During the year ended December 31, 2016, the Company made fixed annual contributions of $3,040,629.

Participants are eligible to receive matching and fixed annual Company contributions after completing at least one year of service, effective on the first full pay period after which one year of service has been completed.

Employee deferral contributions and the Company’s matching contributions are immediately and fully vested. The fixed annual Company contribution fully vests after three years of service.

Forfeitures

Forfeitures are first used to fund any restorations of previously forfeited fixed annual Company contributions of former participants that are rehired. Any remaining forfeitures are used to reduce fixed annual Company contributions.

ATMOS ENERGY CORPORATION RETIREMENT

SAVINGS PLAN AND TRUST

NOTES TO FINANCIAL STATEMENTS (continued)

Investment Options

The Plan allows Participant salary deferral contributions to be invested among a variety of registered investment companies, one common/collective trust and Atmos Energy common stock.

Investments in Atmos Energy common stock are participant directed. All Company matching contributions are directed into Atmos Energy common stock. All Participant and Company contributions made to Atmos Energy common stock are allowed to be diversified at any time after the contribution is made into one or more of the other investment options offered by the Plan.

Distributions to Participants

Dividends received on Atmos Energy common stock are automatically reinvested in Atmos Energy common stock. However, a Participant may elect to receive dividends paid in cash. This election may be made at any time during the period beginning on the first business day on or after the dividend record date and ending at a time specified by the Committee on the last business day preceding the dividend payout date. Cash dividends received on Atmos Energy common stock, in accordance with the Plan, must be distributed to Participants no later than 90 days after the Plan’s year end. Currently, the dividends are distributed quarterly. Once a Participant elects to receive dividends in cash, the election will remain in effect until the election is changed.

In the event of retirement, death, termination due to disability or termination of employment for another reason, a Participant, or beneficiary in the event of death, is entitled to withdraw their account from the Plan. Effective January 1, 2009, at the time of termination, Participants who do not have Plan loans outstanding are entitled to take one or more partial distributions from their account.

Withdrawals from a Participant’s salary deferral account are allowed upon proof of financial hardship meeting IRS “Safe Harbor” definitions. Hardship withdrawals are not permitted from the Company matching or fixed annual Company contribution accounts.

If elected, subsequent to the Participant attaining age 59¹/2, withdrawals may be made from a Participant’s salary deferral account as well as the vested portion of the Company matching account; however, withdrawals may not be made from the fixed annual Company contribution account. Withdrawals of investments in Atmos Energy common stock may be in the form of Atmos Energy common stock or cash, as determined by the Committee, at the Participant's discretion.

A Participant may elect to receive a distribution of non-safe harbor prior company matching or discretionary contributions made to their account at least two years prior to such election. Safe harbor Company matching contributions meet the current IRS “Safe Harbor” definition and are not eligible for in-service withdrawal.

Loans to Participants

A Participant may borrow up to the lesser of $50,000 or 50 percent of their account balance, with a minimum loan amount of $1,000. Loans are repaid through payroll deductions over periods of up to five years for general purpose loans or 15 years for primary residence loans. The interest rate is the U.S. prime rate plus 2 percent and is fixed over the life of the loan. Until December 31, 2015 a Participant could have a maximum of two loans outstanding at any one time. Effective January 1, 2016, a Participant may only have one loan outstanding going forward.

If a Participant has an outstanding loan in force and terminates employment, the Participant may elect to continue to pay the loan according to the payment schedule that was set up at the time the loan was initiated. If this option is elected, the Participant must also leave their account balance in the Plan. Under a second option, the Participant may elect to have the outstanding loan balance treated as a distribution from the Plan. A third option provides that the Participant may repay the loan in full within the date range established by IRS rules and stated in the Plan's loan policy.

Plan Termination

While the Company has not expressed any intent to terminate the Plan, it is free to do so at any time. In the event of the dissolution, merger, consolidation or reorganization of the Company, the Plan will terminate and the trust will be liquidated, unless the Plan is continued by a successor. Upon such liquidation, all accounts shall be fully vested and will be distributed to the Participants.

ATMOS ENERGY CORPORATION RETIREMENT

SAVINGS PLAN AND TRUST

NOTES TO FINANCIAL STATEMENTS (continued)

2. Summary of Significant Accounting Policies

Basis of Presentation

The financial statements of the Plan are prepared on the accrual basis of accounting. Distributions to Participants are recorded when paid.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. The most significant estimate relates to fair value measurements. Actual results could differ from those estimates.

Investment Valuation and Income Recognition

Shares of registered investment companies are valued at fair value based on published market prices, which represents the net asset value of shares held by the Plan at year end. Investments in common stock are valued at fair value based on quoted market prices.

The common/collective trust (CCT) is comprised primarily of fully benefit-responsive investment contracts, which include conventional, synthetic and separate account investment contracts issued by life insurance companies, banks and other financial institutions, designed to provide principal stability and a competitive yield. The CCT is valued at the net asset value of units of the T. Rowe Price Trust Company (T. Rowe Price) collective trust. The net asset value is used as a practical expedient to estimate fair value. The practical expedient would not be used if it is determined to be probable that the fund will sell the investment for an amount different from the reported net asset value. Participant transactions (purchases and sales) may occur daily. If the Plan initiates a full redemption of the collective trust, the issuer reserves the right to require 12 months' notification in order to ensure that securities liquidations will be carried out in an orderly business manner.

The fair value methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Committee believes the valuation methods used are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain assets could result in a different fair value measurement at the measurement date.

Purchases and sales of securities are recorded on a trade date basis. Investment income is recorded on the accrual basis and dividend income is recorded on the ex-dividend date. Realized gains and losses from security transactions are reported on the average historical cost method. Capital gains and losses are included in interest and dividend income.

Notes Receivable from Participants

Notes receivable from participants represent Participant loans that are recorded at their remaining outstanding balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when earned.

Recent Accounting Pronouncements

In July 2015, the Financial Accounting Standards Board (FASB) issued guidance intended to reduce complexity in employee benefit plan financial reporting and disclosure requirements. Upon adoption of the new standard, plans are no longer required to measure fully benefit-responsive investment contracts at fair value, disaggregate investments by nature, risks and characteristics, disclose individual investments that represent five percent or more of net assets available for benefits or disclose net appreciation or depreciation for investments by general type. The guidance is effective for the Plan on January 1, 2016; earlier application is permitted. The Plan adopted the guidance for the year beginning January 1, 2015. The standard clarified that indirect investments in fully benefit-responsive investment contracts through investment companies (e.g., stable value collective trust funds) are not in the scope of the guidance and that plans should report these investments at fair value. The Plan now measures its investment in the CCT at fair value, using the net asset value per share practical expedient, and no longer adjusts net assets available for benefits from fair value to contract value.

In May 2015, the FASB issued guidance removing the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The guidance is effective for the Plan on January 1, 2016; earlier application is permitted. The Plan adopted the guidance for the year beginning January 1, 2015. The adoption of this standard did not impact the Plan’s statement of net assets available for benefits or statement of

ATMOS ENERGY CORPORATION RETIREMENT

SAVINGS PLAN AND TRUST

NOTES TO FINANCIAL STATEMENTS (continued)

changes in net assets available for benefits. The investment in the CCT was removed from the fair value hierarchy in Note 4 and presented separately in the table.

Subsequent Events

Effective as of April 1, 2017, the Plan was amended and restated for the purposes of imposing limits on investments in the employee stock ownership plan (ESOP) portion of the plan, clarifying certain references, removing certain provisions that are no longer applicable and addressing the limitations period and venue for filing complaints after exhaustion of the claims procedure. To help participants achieve better diversification, future contributions, exchanges and rollovers to Atmos Energy common stock will be limited to a maximum of 25 percent of the total amount of such investments. In addition, future Company matching contributions will no longer be made in the form of Atmos Energy common stock.

Except as disclosed above concerning the amendment and restatement of the Plan, no events occurred subsequent to the statement of net assets available for benefits date that would require recognition or disclosure in the financial statements.

3. Administration of the Plan and Plan Assets

The Plan is administered by the Committee, consisting of at least three persons who are appointed by the Board. The members of the Committee serve at the appointment of the Board without compensation from the Plan. Certain administrative functions are performed by employees of the Company. No employee of the Company receives compensation from the Plan.

In accordance with the Plan, the Company has appointed the Committee as Trustee of the Plan. The Trustee may be removed at the discretion of the Board. The Trustee shall vote any common stock held in the trust in accordance with directions received from the Participants or at its discretion if there are no such directions. The Plan’s assets are held by T. Rowe Price, the custodian and recordkeeper of the Plan.

All administrative expenses of the Plan are paid by the Company except for processing fees related to loans to participants, which are paid by the Participant.

4. Fair Value Measurements

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) and the lowest priority given to unobservable inputs (Level 3). The asset’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The levels of the hierarchy are described below:

Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities. An active market for the asset is defined as a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. The Plan’s Level 1 measurements consist of registered investment companies (mutual funds) and corporate stock.

Level 2 — Inputs other than quoted prices included in Level 1 that are either directly or indirectly observable for the asset as of the reporting date. These inputs are derived principally from, or corroborated by, observable market data. Currently, the Plan has no assets recorded at fair value that would qualify for Level 2 reporting.

Level 3 — Unobservable inputs that are supported by little, if any, market activity and are significant to the fair value of the assets as of the measurement date. Currently, the Plan has no assets recorded at fair value that would qualify for Level 3 reporting.

The Plan records accounts receivable at carrying value, which substantially approximates fair value due to the short-term nature of these assets.

ATMOS ENERGY CORPORATION RETIREMENT

SAVINGS PLAN AND TRUST

NOTES TO FINANCIAL STATEMENTS (continued)

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2016 and 2015:



	Assets at Fair Value as of December 31, 2016
	Level 1		Level 2		Level 3		Total

Registered investment companies	$	386,438,616	$	—	$	—	$	386,438,616
Corporate stock	317,864,825		—		—		317,864,825
Total assets in the fair value hierarchy	$	704,303,441	$	—	$	—	704,303,441
Investments measured at net asset value ⁽¹⁾							35,694,055
Investments at fair value							$	739,997,496



	Assets at Fair Value as of December 31, 2015
	Level 1		Level 2		Level 3		Total

Registered investment companies	$	327,947,297	$	—	$	—	$	327,947,297
Corporate stock	276,478,595		—		—		276,478,595
Total assets in the fair value hierarchy	$	604,425,892	$	—	$	—	604,425,892
Investments measured at net asset value ⁽¹⁾							31,441,231
Investments at fair value							$	635,867,123


⁽¹⁾	Investments in our CCT that are measured at net asset value per share equivalent are not classified in the fair value hierarchy. The fair value amounts presented are intended to reconcile the fair value hierarchy to the line items presented in the statement of net assets available for benefits.

The following table summarizes investments for which fair value is measured using the net asset value per share practical expedient as of December 31, 2016 and 2015, respectively. There are no participant redemption restrictions for these investments; the redemption notice period is applicable only to the Plan.



December 31, 2016	Fair Value		Unfunded Commitments	Redemption Frequency (if Currently Eligible)	Redemption Notice Period

T. Rowe Price Stable Value Common Trust Fund	$	35,694,055	n/a	Daily	12 months



December 31, 2015	Fair Value		Unfunded Commitments	Redemption Frequency (if Currently Eligible)	Redemption Notice Period

T. Rowe Price Stable Value Common Trust Fund	$	31,441,231	n/a	Daily	12 months

ATMOS ENERGY CORPORATION RETIREMENT

SAVINGS PLAN AND TRUST

NOTES TO FINANCIAL STATEMENTS (continued)

5. Related Party and Party-in-Interest Transactions

Certain Plan investments in registered investment companies and a common/collective trust fund are managed by T. Rowe Price. T. Rowe Price is the custodian and recordkeeper; therefore, these transactions qualify as party-in-interest transactions. Additionally, a portion of the Plan’s assets are invested in Atmos Energy common stock. Because the Company is the Plan Sponsor, transactions involving Atmos Energy common stock qualify as party-in-interest transactions. All of these party-in-interest transactions are exempt from the prohibited transaction rules. At December 31, 2016 and 2015, the Plan held 4,286,781 and 4,385,765 shares of Atmos Energy common stock and received $7,438,890 in dividends from Atmos Energy common stock during 2016.

At December 31, 2016 and 2015 the percentage of the Plan’s investments held in the Company’s common stock was 43.0% and 43.5%.

6. Income Tax Status

The Plan has received a determination letter from the IRS dated August 20, 2014 stating that the Plan is qualified under Section 401(a) of the Code; therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and therefore believes that the Plan, as amended, is qualified and the related trust is tax-exempt.

7. Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect Participant account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits.

ATMOS ENERGY CORPORATION RETIREMENT

SAVINGS PLAN AND TRUST

Form 5500, SCHEDULE H, LINE 4i -

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

EIN: 75-1743247

PLAN NUMBER: 002

December 31, 2016



(a)	(b) Identity of issue, borrower, lessor or similar party	(c) Description of investment including maturity date, rate of interest, collateral, par or maturity value	(d) Cost	(e) Current value
*	Atmos Energy Corporation	Common stock; 4,286,781 shares	**	$	317,864,825
*	T. Rowe Price Trust Company	Stable Value Common Trust Fund	**	35,694,055
*	T. Rowe Price Trust Company	Balanced Fund	**	20,688,695
*	T. Rowe Price Trust Company	Spectrum Income Fund	**	14,751,129
*	T. Rowe Price Trust Company	Spectrum Growth Fund	**	15,131,800
*	T. Rowe Price Trust Company	Short-Term Bond Fund	**	4,098,326
*	T. Rowe Price Trust Company	U.S. Bond Index Fund	**	29,483,632
*	T. Rowe Price Trust Company	New Horizons Fund	**	35,293,241
*	T. Rowe Price Trust Company	Mid-Cap Value Fund	**	31,335,529
*	T. Rowe Price Trust Company	New America Growth Fund	**	17,017,922
*	T. Rowe Price Trust Company	Equity Income Fund	**	36,794,598
*	T. Rowe Price Trust Company	Growth Stock Fund	**	30,790,075
	Vanguard Group, Inc.	Vanguard Institutional Index	**	43,163,722
	Vanguard Group, Inc. Fund	Vanguard Ttl Int Stock Index Fund	**	13,449,402
	Harbor Capital Advisors, Inc.	Harbor International Fund	**	20,169,373
*	T. Rowe Price Trust Company	Retirement 2005 Fund	**	139,086
*	T. Rowe Price Trust Company	Retirement 2010 Fund	**	1,794,265
*	T. Rowe Price Trust Company	Retirement 2015 Fund	**	3,612,976
*	T. Rowe Price Trust Company	Retirement 2020 Fund	**	11,580,795
*	T. Rowe Price Trust Company	Retirement 2025 Fund	**	10,543,976
*	T. Rowe Price Trust Company	Retirement 2030 Fund	**	8,793,901
*	T. Rowe Price Trust Company	Retirement 2035 Fund	**	8,583,167
*	T. Rowe Price Trust Company	Retirement 2040 Fund	**	6,962,625
*	T. Rowe Price Trust Company	Retirement 2045 Fund	**	9,753,915
*	T. Rowe Price Trust Company	Retirement 2050 Fund	**	6,630,279
*	T. Rowe Price Trust Company	Retirement 2055 Fund	**	4,166,704
*	T. Rowe Price Trust Company	Retirement 2060 Fund	**	54,494
*	T. Rowe Price Trust Company	Retirement Balanced Fund	**	1,654,989
*	Notes receivable from participants	Interest rates from 5.25% to 10.25%	-0-	17,177,640
				$	757,175,136

*	Indicates party-in-interest to the Plan
**	Cost information in column (d) is not required for participant-directed investments

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Qualified Retirement Plans and Trusts Committee, the Trustee, of the Atmos Energy Corporation Retirement Savings Plan and Trust, as amended, has duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized.




	ATMOS ENERGY CORPORATION RETIREMENT SAVINGS PLAN AND TRUST

	By:		/s/ CHRISTOPHER T. FORSYTHE
			Christopher T. Forsythe
			Chairman of the Qualified Retirement Plans and Trusts Committee

June 22, 2017

EXHIBITS INDEX




Exhibit Number	Description	Page Number or Incorporation by Reference to

4	Instruments defining rights of security holders:

	(a) Atmos Energy Corporation Retirement Savings Plan and Trust (Amended and Restated Effective April 1, 2017)

23.1	Consent of Independent Registered Public Accounting Firm, Whitley Penn LLP