(Mark One) | ||
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended September 30, 2008 | ||
OR | ||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
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) |
Name of Each Exchange
|
||
Title of Each Class
|
on Which Registered
|
|
Common stock, No Par Value | New York Stock Exchange |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
AEC
|
Atmos Energy Corporation
|
|
AEH
|
Atmos Energy Holdings, Inc.
|
|
AEM
|
Atmos Energy Marketing, LLC
|
|
AES
|
Atmos Energy Services, LLC
|
|
APS
|
Atmos Pipeline and Storage, LLC
|
|
ATO
|
Trading symbol for Atmos Energy Corporation common stock on the
New York Stock Exchange
|
|
Bcf
|
Billion cubic feet
|
|
COSO
|
Committee of Sponsoring Organizations of the Treadway Commission
|
|
EITF
|
Emerging Issues Task Force
|
|
FASB
|
Financial Accounting Standards Board
|
|
FERC
|
Federal Energy Regulatory Commission
|
|
FIN
|
FASB Interpretation
|
|
Fitch
|
Fitch Ratings, Ltd.
|
|
FSP
|
FASB Staff Position
|
|
GRIP
|
Gas Reliability Infrastructure Program
|
|
Heritage
|
Heritage Propane Partners, L.P.
|
|
iFERC
|
Inside FERC
|
|
KPSC
|
Kentucky Public Service Commission
|
|
LPSC
|
Louisiana Public Service Commission
|
|
LTIP
|
1998 Long-Term Incentive Plan
|
|
Mcf
|
Thousand cubic feet
|
|
MDWQ
|
Maximum daily withdrawal quantity
|
|
MMcf
|
Million cubic feet
|
|
Moodys
|
Moodys Investor Services, Inc.
|
|
MPSC
|
Mississippi Public Service Commission
|
|
NYMEX
|
New York Mercantile Exchange, Inc.
|
|
NYSE
|
New York Stock Exchange
|
|
RRC
|
Railroad Commission of Texas
|
|
RRM
|
Rate Review Mechanism
|
|
RSC
|
Rate Stabilization Clause
|
|
S&P
|
Standard & Poors Corporation
|
|
SEC
|
United States Securities and Exchange Commission
|
|
Settled Cities
|
Represents 438 of the 439 incorporated cities, or approximately
80 percent of the Mid-Tex Divisions customers, with
whom a settlement agreement was reached during the fiscal 2008
second quarter.
|
|
SFAS
|
Statement of Financial Accounting Standards
|
|
TXU Gas
|
TXU Gas Company, which was acquired on October 1, 2004
|
|
USP
|
U.S. Propane, L.P.
|
|
VCC
|
Virginia Corporation Commission
|
|
WNA
|
Weather Normalization Adjustment
|
3
9
12
ITEM 1.
Business.
deliver superior shareholder value,
improve the quality and consistency of earnings growth, while
operating our regulated and nonregulated businesses
exceptionally well and
enhance and strengthen a culture built on our core values.
The
natural gas distribution segment
, which includes our
regulated natural gas distribution and related sales operations.
The
regulated transmission and storage segment
, which
includes the regulated pipeline and storage operations of our
Atmos Pipeline Texas Division.
The
natural gas marketing segment
, which includes a
variety of nonregulated natural gas management services.
4
Table of Contents
The
pipeline, storage and other segment
, which is
comprised of our nonregulated natural gas transmission and
storage services.
Atmos Energy Mid-Tex Division,
Atmos Energy Kentucky/Mid-States Division,
Atmos Energy Louisiana Division,
Atmos Energy West Texas Division,
Atmos Energy Mississippi Division and
Atmos Energy Colorado-Kansas Division
5
Table of Contents
October May
October May
November April
December March
November April
November April
November April
October May
January December
6
Table of Contents
7
Table of Contents
Effective
Authorized
Authorized
Date of Last
Rate Base
Rate of
Return on
Division
Jurisdiction
Rate/GRIP Action
(thousands)
(1)
Return
(1)
Equity
(1)
Texas
5/24/04
$417,111
8.258%
10.00%
Texas
4/15/08
713,351
8.258%
10.00%
Colorado
10/1/07
81,208
8.45%
11.25%
Kansas
5/12/08
(2)
(2)
(2)
Georgia
9/22/08
66,893
7.75%
10.70%
Illinois
11/1/00
24,564
9.18%
11.56%
Iowa
3/1/01
5,000
(2)
11.00%
Kentucky
8/1/07
(2)
(2)
(2)
Missouri
3/4/07
(2)
(2)
(2)
Tennessee
11/4/07
186,506
8.03%
10.48%
Virginia
9/30/08
33,194
8.46% - 8.96%
9.50% - 10.50%
Trans LA
4/1/08
96,834
(2)
10.00% - 10.80%
LGS
7/1/08
221,970
(2)
10.40%
Texas
11/1/08
1,176,453
(3)
7.79%
9.60%
Texas
6/24/08
1,127,924
(3)
7.98%
10.00%
Mississippi
12/28/07
215,117
7.60%
9.89%
Amarillo
9/1/03
36,844
9.88%
12.00%
Lubbock
3/1/04
43,300
9.15%
11.25%
West Texas
11/18/08
112,043
7.79%
9.60%
8
Table of Contents
Bad
Performance-
Authorized Debt/
Debt
Based Rate
Customer
Division
Jurisdiction
Equity Ratio
Rider
(4)
WNA
Program
(5)
Meters
Texas
50/50
No
N/A
N/A
N/A
Colorado
54/46
No
No
No
111,069
Kansas
(2)
Yes
Yes
No
129,048
Georgia
55/45
No
Yes
Yes
69,043
Illinois
67/33
No
No
No
23,233
Iowa
57/43
No
No
No
4,425
Kentucky
(2)
No
Yes
Yes
177,393
Missouri
(2)
No
No
(6)
No
58,703
Tennessee
56/44
Yes
Yes
Yes
134,128
Virginia
55/45
Yes
Yes
No
23,422
Trans LA
52/48
No
Yes
No
78,867
LGS
52/48
No
Yes
No
280,403
Texas
52/48
Yes
Yes
No
1,225,382
Texas
52/48
Yes
Yes
No
306,346
Mississippi
58/42
No
(7)
Yes
No
270,716
Amarillo
50/50
Yes
Yes
No
70,157
Lubbock
50/50
Yes
Yes
No
73,323
West Texas
52/48
Yes
Yes
No
156,121
(1)
The rate base, authorized rate of return and authorized return
on equity presented in this table are those from the last rate
case or GRIP filing for each jurisdiction. These rate bases,
rates of return and returns on equity are not necessarily
indicative of current or future rate bases, rates of return or
returns on equity.
(2)
A rate base, rate of return, return on equity or debt/equity
ratio was not included in the respective state commissions
final decision.
(3)
The Mid-Tex Rate Base amounts for the Settled Cities and
Dallas & Environs both represent
system-wide, or 100 percent, of the Mid-Tex
Divisions rate base. The difference in rate base amounts
is due to two separate test filing periods covered.
(4)
The bad debt rider allows us to recover from ratepayers the gas
cost portion of uncollectible accounts.
(5)
The performance-based rate program provides incentives to
natural gas utility companies to minimize purchased gas costs by
allowing the utility company and its customers to share the
purchased gas costs savings.
(6)
The Missouri jurisdiction has a straight-fixed variable rate
design which decouples gross profit margin from customer usage
patterns.
(7)
The Company filed to amend its PGA rider to allow inclusion of
bad debt costs on October 1, 2008.
Table of Contents
Fiscal Year Ended September 30
2008
2007
2006
2005
(1)
2004
2,911,475
2,893,543
2,886,042
2,862,822
1,506,777
268,845
272,081
275,577
274,536
151,381
2,241
2,339
2,661
2,715
2,436
9,218
19,164
16,919
17,767
18,542
3,191,779
3,187,127
3,181,199
3,157,840
1,679,136
58.3
58.0
59.9
54.7
27.4
2,820
2,879
2,527
2,587
3,271
100
%
100
%
87
%
89
%
96
%
163,229
166,612
144,780
162,016
92,208
93,953
95,514
87,006
92,401
44,226
21,734
22,914
26,161
29,434
22,330
13,760
12,287
14,086
12,432
14,455
292,676
297,327
272,033
296,283
173,219
141,083
135,109
126,960
122,098
87,746
433,759
432,436
398,993
418,381
260,965
$
2,131,447
$
1,982,801
$
2,068,736
$
1,791,172
$
923,773
1,077,056
970,949
1,061,783
869,722
400,704
212,531
195,060
276,186
229,649
155,336
137,821
114,298
144,600
114,742
109,029
3,558,855
3,263,108
3,551,305
3,005,285
1,588,842
60,504
59,813
62,215
59,996
31,714
35,771
35,844
37,071
37,859
17,172
$
3,655,130
$
3,358,765
$
3,650,591
$
3,103,140
$
1,637,728
$
0.43
$
0.44
$
0.49
$
0.49
$
0.36
$
9.05
$
8.09
$
10.02
$
7.41
$
6.55
4,558
4,472
4,402
4,327
2,742
10
Table of Contents
Fiscal Year Ended September 30, 2008
Kentucky/
West
Colorado-
Mid-Tex
Mid-States
Louisiana
Texas
Mississippi
Kansas
Other
(4)
Total
1,414,543
431,880
336,211
270,990
240,113
217,738
2,911,475
117,022
54,538
23,059
25,226
27,219
21,781
268,845
163
930
497
562
89
2,241
2,563
2,888
2,822
945
9,218
1,531,728
489,911
359,270
299,601
270,716
240,553
3,191,779
2,213
3,799
1,531
3,546
2,741
5,861
2,820
99
%
96
%
99
%
99
%
101
%
105
%
100
%
76,296
26,009
12,475
17,190
12,882
18,377
163,229
50,348
15,731
6,858
7,162
6,590
7,264
93,953
3,293
7,740
3,876
6,580
245
21,734
1,419
6,933
3,013
2,395
13,760
129,937
50,899
19,333
35,161
29,065
28,281
292,676
49,606
44,796
6,136
26,411
4,219
9,915
141,083
179,543
95,695
25,469
61,572
33,284
38,196
433,759
$
478,622
$
159,265
$
110,754
$
87,344
$
91,749
$
78,332
$
$
1,006,066
$
167,497
$
65,161
$
42,367
$
36,688
$
46,024
$
35,414
$
(3,907
)
$
389,244
$
84,202
$
30,574
$
21,193
$
14,781
$
11,752
$
14,703
$
$
177,205
$
111,914
$
14,799
$
8,104
$
22,032
$
14,003
$
7,600
$
$
178,452
$
115,009
$
48,731
$
39,090
$
13,843
$
19,970
$
20,615
$
3,907
$
261,165
$
178,409
$
59,274
$
46,674
$
34,354
$
22,590
$
20,331
$
24,910
$
386,542
$
1,491,188
$
689,109
$
370,751
$
278,326
$
254,452
$
272,121
$
127,609
$
3,483,556
28,697
12,104
8,277
14,697
6,537
7,150
77,462
1,506
635
427
342
393
281
974
4,558
11
Table of Contents
Fiscal Year Ended September 30, 2007
Kentucky/
West
Colorado-
Mid-Tex
Mid-States
Louisiana
Texas
Mississippi
Kansas
Other
(4)
Total
1,398,274
434,529
334,467
270,557
240,073
215,643
2,893,543
119,660
54,964
23,015
25,460
27,461
21,521
272,081
185
927
521
619
87
2,339
2,623
12,825
2,827
889
19,164
1,518,119
493,043
357,482
309,363
270,980
238,140
3,187,127
2,332
3,831
1,638
3,537
2,759
5,732
2,879
100
%
97
%
105
%
99
%
101
%
104
%
100
%
78,140
25,900
13,292
18,882
13,314
17,084
166,612
50,752
16,137
7,138
7,671
6,859
6,957
95,514
3,946
7,439
3,521
7,672
336
22,914
1,454
5,376
3,386
2,071
12,287
132,838
50,930
20,430
35,450
31,231
26,448
297,327
49,337
46,852
6,841
21,709
2,072
8,298
135,109
182,175
97,782
27,271
57,159
33,303
34,746
432,436
$
433,279
$
151,442
$
108,908
$
90,285
$
94,866
$
73,904
$
$
952,684
$
171,416
$
61,029
$
34,805
$
34,187
$
47,318
$
30,026
$
394
$
379,175
$
82,524
$
34,439
$
20,941
$
14,026
$
10,886
$
14,372
$
$
177,188
$
107,476
$
13,813
$
8,969
$
21,036
$
13,437
$
7,114
$
$
171,845
$
3,289
$
$
$
$
$
$
$
3,289
$
68,574
$
42,161
$
44,193
$
21,036
$
23,225
$
22,392
$
(394
)
$
221,187
$
140,037
$
59,641
$
40,752
$
27,031
$
20,643
$
21,395
$
17,943
$
327,442
$
1,356,453
$
656,920
$
345,535
$
258,622
$
241,796
$
264,629
$
127,189
$
3,251,144
28,324
12,081
8,216
14,603
6,496
6,642
76,362
1,415
633
422
340
409
269
984
4,472
(1)
The operational and statistical information includes the
operations of the Mid-Tex Division since the October 1,
2004 acquisition date.
(2)
A heating degree day is equivalent to each degree that the
average of the high and the low temperatures for a day is below
65 degrees. The colder the climate, the greater the number of
heating degree days. Heating degree days are used in the natural
gas industry to measure the relative coldness of weather and to
compare relative temperatures between one geographic area and
another. Normal degree days are based on National Weather
Service data for selected locations. For service areas that have
weather normalized operations, normal degree days are used
instead of actual degree days in computing the total number of
heating degree days.
(3)
Sales volumes, revenues, operating margins, operating expense
and operating income reflect segment operations, including
intercompany sales and transportation amounts.
(4)
The Other column represents our shared services function, which
provides administrative and other support to the Company.
Certain costs incurred by this function are not allocated.
Table of Contents
Fiscal Year Ended September 30
2008
2007
2006
2005
2004
(1)
62
65
67
66
189
196
178
191
251
261
245
257
782,876
699,006
581,272
554,452
$
195,917
$
163,229
$
141,133
$
142,952
60
54
85
78
(1)
Atmos Pipeline Texas was acquired on October 1,
2004, the first day of our 2005 fiscal year.
(2)
Transportation volumes and operating revenues reflect segment
operations, including intercompany sales and transportation
amounts.
13
Table of Contents
Fiscal Year Ended September 30
2008
2007
2006
2005
2004
624
677
679
559
638
55
68
73
69
80
312
281
289
211
237
991
1,026
1,041
839
955
11.0
19.3
15.3
8.2
5.2
457,952
423,895
336,516
273,201
265,090
$
4,287,862
$
3,151,330
$
3,156,524
$
2,106,278
$
1,618,602
(1)
Sales volumes and operating revenues reflect segment operations,
including intercompany sales and transportation amounts.
14
Table of Contents
Fiscal Year Ended September 30
2008
2007
2006
2005
2004
$
31,709
$
33,400
$
25,574
$
15,639
$
23,151
5,492
7,710
9,712
7,593
9,395
1.4
2.0
2.6
1.8
2.3
(1)
Transportation volumes and operating revenues reflect segment
operations, including intercompany sales and transportation
amounts.
15
Table of Contents
Increase (Decrease) to Revenue
For the Fiscal Year Ended September 30
Rate Action
2008
2007
2006
(In thousands)
$
22,240
$
4,221
$
(191
)
8,101
25,624
34,320
3,775
11,628
3,326
334
(1,359
)
1,565
$
34,450
$
40,114
$
39,020
Division
Rate Action
Jurisdiction
Revenue Requested
(In thousands)
RRM
Settled Cities
$
26,650
GRIP
Dallas & Environs
1,837
RRM
West Texas
9,503
Stable Rate Filing
Mississippi
3,493
CCVP
City of Lubbock
131
$
41,614
(1)
In April 2008, the Mid-Tex Division filed its first RRM that
will adjust rates for the 438 incorporated cities in the
division who settled with the Company (the Settled Cities). The
filing requested an increase in rates of $33.3 million on a
system-wide basis, of which $26.7 million applied to the
Settled Cities. The Company reached an agreement with
representatives of the Settled Cities to increase rates
$20.0 million on a system-wide basis beginning in November
2008. The impact to the Mid-Tex Division for the Settled Cities
is approximately $16.0 million.
(2)
The 2007 Mid-Tex GRIP filing seeks a $10.3 million increase
on a system-wide basis. However, this filing was only made for
the City of Dallas and the Mid-Tex environs and seeks a
$1.8 million increase for customers in those service areas
only.
(3)
The Company reached an agreement with representatives of the
West Texas Cities to increase rates a total of
$3.9 million. The $3.9 million will be collected
through the
true-up
portion of the RRM tariff rates over a
9
1
/
2
month period beginning in November 2008.
16
Table of Contents
Increase (Decrease) in
Effective
Division
State
Annual Revenue
Date
(In thousands)
Virginia
$
869
9/30/08
Georgia
3,351
9/22/08
Texas
3,930
6/24/08
Kansas
2,100
5/12/08
Texas
8,000
4/1/08
Tennessee
3,990
11/4/07
$
22,240
Kentucky
(3)
$
5,500
8/1/07
Texas
(4)
4,793
4/1/07
Missouri
(5)
3/4/07
Tennessee
(6,072
)
12/15/06
$
4,221
Georgia
$
409
11/22/05
Mississippi
(600
)
10/1/05
$
(191
)
(1)
In June 2008, the RRC issued an order, which increased the
Mid-Tex Divisions annual revenues by $19.6 million on
a system-wide basis beginning in July 2008. However, as the
increase only relates to the City of Dallas and the
unincorporated areas of the Mid-Tex Division, the net annual
impact of the implementation is approximately $3.9 million.
(2)
In April 2008, the Mid-Tex Division implemented new rates based
on a settlement reached with the Mid-Tex Settled Cities, which
stipulated a $10.0 million increase based on a system-wide
basis. However, as the increase only relates to the Settled
Cities, the net annual impact of the implementation is
approximately $8.0 million.
(3)
In February 2005, the Attorney General of the State of Kentucky
filed a complaint with the Kentucky Public Service Commission
(KPSC) alleging that our rates were producing revenues in excess
of reasonable levels. In June 2007, the KPSC issued an order
dismissing the case. In December 2006, the Company filed a rate
application for an increase in base rates. Additionally, we
proposed to implement a process to review our rates annually and
to collect the bad debt portion of gas costs directly rather
than through the base rate. In July 2007, the KPSC approved a
settlement we had reached with the Attorney General for an
increase in annual revenues of $5.5 million effective
August 1, 2007.
(4)
In March 2007, the RRC issued an order, which increased the
Mid-Tex Divisions annual revenues by approximately
$4.8 million beginning April 2007 and established a
permanent WNA based on
10-year
average weather effective for the months of November through
April of each year. The RRC also approved
17
Table of Contents
a cost allocation method that eliminated a subsidy received from
industrial and transportation customers and increased the
revenue responsibility for residential and commercial customers.
However, the order also required an immediate refund of amounts
collected from our 2003 2005 GRIP filings of
approximately $2.9 million and reduced our total return to
7.903 percent from 8.258 percent, based on a capital
structure of 48.1 percent equity and 51.9 percent debt
with a return on equity of 10 percent.
(5)
The Missouri Commission issued an order in March 2007 approving
a settlement with rate design changes, including revenue
decoupling through the recovery of all non-gas cost revenues
through fixed monthly charges and no rate increase.
Incremental Net
Additional
Utility Plant
Annual
Effective
Division
Calendar Year
Investment
Revenue
Date
(In thousands)
(In thousands)
2007
$
46,648
$
6,970
4/15/08
2006
7,022
1,131
12/17/07
$
53,670
$
8,101
2006
$
88,938
$
13,202
9/14/07
2006
62,375
12,422
9/14/07
$
151,313
$
25,624
2005
$
62,156
$
11,891
9/1/06
2005
3,802
9/1/06
2005
21,486
3,286
8/1/06
2004
22,597
3,802
5/4/06
2004
28,903
6,731
2/1/06
2004
10,640
1,919
1/1/06
2003
32,518
6,691
10/1/05
$
182,102
$
34,320
(1)
The order issued by the RRC in the Mid-Tex rate case required an
immediate refund of amounts collected from the Mid-Tex
Divisions
2003-2005
GRIP filings of approximately $2.9 million. This refund is
not reflected in the amounts shown in the table above.
18
Table of Contents
Additional
Annual
Effective
Division
Jurisdiction
Test Year Ended
Revenue
Date
(In thousands)
LGS
12/31/07
$
1,709
7/1/08
Transla
9/30/07
2,066
4/1/08
$
3,775
Mississippi
6/30/07
$
11/1/07
LGS
12/31/06
665
7/1/07
Transla
9/30/06
1,445
4/1/07
LGS
12/31/05
9,518
8/1/06
$
11,628
Mississippi
6/30/06
$
11/1/06
LGS
12/31/03
3,326
2/1/06
$
3,326
Increase
(Decrease)
Effective
Division
Jurisdiction
Rate Activity
in Revenue
Date
(In thousands)
Kansas
Ad Valorem
Tax
(1)
$
1,434
1/1/08
Earnings
Colorado
Agreement
(2)
(1,100
)
11/20/07
$
334
Texas
GRIP Refund
$
(2,887
)
4/1/07
Kansas
Ad Valorem
Tax
(1)
1,528
1/1/07
$
(1,359
)
Kansas
Ad Valorem
Tax
(1)
$
1,565
1/1/06
$
1,565
19
Table of Contents
(1)
In the state of Kansas, ad valorem tax represents a general tax
on all real and personal property determined based on the value
of the property. This tax is assessed to the Company and
recovered from our customers through our rates.
(2)
In November 2007, the Colorado Public Utilities Commission
approved an earnings agreement entered into jointly between the
Colorado-Kansas Division, the Commission Staff and the Office of
Consumer Counsel. The agreement called for a one-time refund to
customers of $1.1 million made in January 2008.
20
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21
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ITEM 1A.
Risk
Factors.
22
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23
Table of Contents
24
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25
Table of Contents
26
Table of Contents
ITEM 1B.
Unresolved
Staff Comments.
ITEM 2.
Properties.
Maximum
Daily
Cushion
Total
Delivery
Usable Capacity
Gas
Capacity
Capability
State
(Mcf)
(Mcf)
(1)
(Mcf)
(Mcf)
4,442,696
6,322,283
10,764,979
109,100
3,239,000
2,300,000
5,539,000
45,000
2,211,894
2,442,917
4,654,811
48,000
450,000
50,000
500,000
30,000
10,343,590
11,115,200
21,458,790
232,100
39,243,226
13,128,025
52,371,251
1,235,000
3,492,900
3,295,000
6,787,900
71,000
438,583
300,973
739,556
56,000
3,931,483
3,595,973
7,527,456
127,000
53,518,299
27,839,198
81,357,497
1,594,100
(1)
Cushion gas represents the volume of gas that must be retained
in a facility to maintain reservoir pressure.
27
Table of Contents
Maximum
Maximum
Daily
Storage
Withdrawal
Quantity
Quantity
Segment
Division/Company
(MMBtu)
(MMBtu)
(1)
Colorado-Kansas Division
4,237,243
108,232
Kentucky/Mid-States Division
15,301,017
287,798
Louisiana Division
2,574,479
158,731
Mississippi Division
4,033,649
168,039
West Texas Division
1,225,000
56,000
27,371,388
778,800
Atmos Energy Marketing, LLC
7,879,724
202,586
Trans Louisiana Gas Pipeline, Inc.
1,200,000
55,720
36,451,112
1,037,106
(1)
Maximum daily withdrawal quantity (MDWQ) amounts will fluctuate
depending upon the season and the month. Unless otherwise noted,
MDWQ amounts represent the MDWQ amounts as of November 1,
which is the beginning of the winter heating season.
ITEM 3.
Legal
Proceedings.
ITEM 4.
Submission
of Matters to a Vote of Security Holders.
28
Table of Contents
Years of
61
11
Chairman, President and Chief Executive Officer
57
2
Senior Vice President, Regulated Operations
53
8
Senior Vice President and General Counsel
48
Senior Vice President
49
7
Senior Vice President, Nonregulated Operations and President,
Atmos Energy Marketing, LLC
55
20
Senior Vice President, Human Resources
55
10
Senior Vice President and Chief Financial Officer
29
Table of Contents
117
118
131
132
133
ITEM 5.
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
2008
2007
Dividends
Dividends
High
Low
paid
High
Low
paid
$
29.46
$
26.11
$
.325
$
33.01
$
28.45
$
.320
28.96
25.09
.325
33.00
30.63
.320
28.54
25.81
.325
33.11
29.38
.320
28.25
25.49
.325
30.66
26.47
.320
$
1.30
$
1.28
30
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Cumulative Total Return
9/30/03
9/30/04
9/30/05
9/30/06
9/30/07
9/30/08
100.00
110.52
129.67
137.30
141.91
139.94
100.00
113.87
127.82
141.62
164.90
128.66
100.00
121.05
170.07
165.67
194.83
168.42
100.00
121.42
171.06
167.35
197.75
168.15
31
Table of Contents
Number of
Number of Securities Remaining
Securities to be Issued
Weighted-Average
Available For Future Issuance
Upon Exercise of
Exercise Price of
Under Equity Compensation
Outstanding Options,
Outstanding Options,
Plans (Excluding Securities
Warrants and Rights
Warrants and Rights
Reflected in Column (a))
(a)
(b)
(c)
913,841
$
22.54
2,122,776
913,841
22.54
2,122,776
913,841
$
22.54
2,122,776
32
Table of Contents
ITEM 6.
Selected
Financial Data.
Fiscal Year Ended September 30
2008
2007
(1)
2006
(1)
2005
(2)
2004
(3)
(In thousands, except per share data and ratios)
$
7,221,305
$
5,898,431
$
6,152,363
$
4,961,873
$
2,920,037
1,321,326
1,250,082
1,216,570
1,117,637
562,191
893,431
851,446
833,954
768,982
368,496
427,895
398,636
382,616
348,655
193,695
2,731
9,184
881
2,021
9,507
137,922
145,236
146,607
132,658
65,437
292,704
262,584
236,890
218,018
137,765
112,373
94,092
89,153
82,233
51,538
$
180,331
$
168,492
$
147,737
$
135,785
$
86,227
90,272
87,745
81,390
79,012
54,416
$
2.00
$
1.92
$
1.82
$
1.72
$
1.58
370,933
547,095
311,449
386,944
270,734
$
1.30
$
1.28
$
1.26
$
1.24
$
1.22
429,354
427,869
393,995
411,134
246,033
595,542
505,493
410,505
373,879
389,392
370,668
283,962
238,097
222,572
$
4,136,859
$
3,836,836
$
3,629,156
$
3,374,367
$
1,722,521
78,017
149,217
(1,616
)
151,675
283,310
6,386,699
5,895,197
5,719,547
5,610,547
2,902,658
351,327
154,430
385,602
148,073
5,908
2,052,492
1,965,754
1,648,098
1,602,422
1,133,459
2,119,792
2,126,315
2,180,362
2,183,104
861,311
4,172,284
4,092,069
3,828,460
3,785,526
1,994,770
472,273
392,435
425,324
333,183
190,285
45.4
%
46.3
%
39.1
%
40.7
%
56.7
%
8.8
%
8.8
%
8.9
%
9.0
%
9.1
%
(1)
Financial results for 2007 and 2006 include a $6.3 million
and a $22.9 million pre-tax loss for the impairment of
certain assets.
(2)
Financial results for 2005 include the results of the Mid-Tex
Division and the Atmos Pipeline Texas Division from
October 1, 2004, the date of acquisition.
(3)
Financial results for 2004 include a $5.9 million pre-tax
gain on the sale of our interest in U.S. Propane, L.P. and
Heritage Propane Partners, L.P.
(4)
The capitalization ratio is calculated by dividing
shareholders equity by the sum of total capitalization and
short-term debt, inclusive of current maturities of long-term
debt.
(5)
The return on average shareholders equity is calculated by
dividing current year net income by the average of
shareholders equity for the previous five quarters.
33
Table of Contents
ITEM 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations.
34
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35
Table of Contents
36
Table of Contents
37
Table of Contents
38
Table of Contents
39
Table of Contents
For the Fiscal Year Ended September 30
2008
2007
2006
(In thousands, except per share data)
$
7,221,305
$
5,898,431
$
6,152,363
1,321,326
1,250,082
1,216,570
893,431
851,446
833,954
427,895
398,636
382,616
2,731
9,184
881
137,922
145,236
146,607
292,704
262,584
236,890
112,373
94,092
89,153
$
180,331
$
168,492
$
147,737
$
2.00
$
1.92
$
1.82
For the Fiscal Year Ended September 30
2008
2007
2006
(In thousands)
$
92,648
$
73,283
$
53,002
41,425
34,590
26,547
29,989
45,769
58,566
16,269
14,850
9,622
$
180,331
$
168,492
$
147,737
For the Fiscal Year Ended September 30
2008
2007
2006
(In thousands, except per share data)
$
134,073
$
107,873
$
79,549
46,258
60,619
68,188
$
180,331
$
168,492
$
147,737
$
1.49
$
1.23
$
0.98
0.51
0.69
0.84
$
2.00
$
1.92
$
1.82
40
Table of Contents
For the fiscal year ended September 30, 2008, we generated
$370.9 million in operating cash flow compared with
$547.1 million for the fiscal year ended September 30,
2007, primarily reflecting the unfavorable timing of gas cost
collections from our customers and cash payments to
collateralize our risk management liabilities.
Capital expenditures increased to $472.3 million during the
fiscal year ended September 30, 2008 from
$392.4 million in the prior year. The increase primarily
reflects an increase in compliance spending and main
replacements in our Mid-Tex Division, spending in the natural
gas distribution segment for our new automated meter reading
initiative and spending for two nonregulated growth projects.
We repaid $10.3 million of long-term debt during the fiscal
year ended September 30, 2008 compared with a net reduction
of long-term debt of $56.0 million during the prior year.
The decreased payments during the current year reflect regularly
scheduled maturity payments compared with the prior fiscal year,
which reflect the repayment of $303.2 million of unsecured
floating rate senior notes with $247.2 million of net
proceeds received from the issuance of ten year senior notes.
We maintained our capitalization ratio within our targeted range
of 50 to 55 percent despite higher short-term borrowings
under our existing
5-year
credit facility to fund seasonal natural gas purchases at higher
prices.
41
Table of Contents
For the Fiscal Year Ended September 30
2008
2007
Change
(In thousands, unless otherwise noted)
$
1,006,066
$
952,684
$
53,382
744,901
731,497
13,404
261,165
221,187
39,978
9,689
8,945
744
117,933
121,626
(3,693
)
152,921
108,506
44,415
60,273
35,223
25,050
$
92,648
$
73,283
$
19,365
292,676
297,327
(4,651
)
136,678
130,542
6,136
429,354
427,869
1,485
$
0.44
$
0.45
$
(0.01
)
$
9.05
$
8.09
$
0.96
42
Table of Contents
For the Fiscal Year Ended September 30
2008
2007
Change
(In thousands)
$
115,009
$
68,574
$
46,435
48,731
42,161
6,570
39,090
44,193
(5,103
)
13,843
21,036
(7,193
)
19,970
23,225
(3,255
)
20,615
22,392
(1,777
)
3,907
(394
)
4,301
$
261,165
$
221,187
$
39,978
43
Table of Contents
For the Fiscal Year Ended September 30
2008
2007
Change
(In thousands, unless otherwise noted)
$
86,665
$
77,090
$
9,575
85,256
65,158
20,098
9,746
9,374
372
14,250
11,607
2,643
195,917
163,229
32,688
106,172
83,399
22,773
89,745
79,830
9,915
1,354
2,105
(751
)
27,049
27,917
(868
)
64,050
54,018
10,032
22,625
19,428
3,197
$
41,425
$
34,590
$
6,835
782,876
699,006
83,870
595,542
505,493
90,049
44
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45
Table of Contents
For the Fiscal Year Ended September 30
2008
2007
Change
(In thousands, unless otherwise noted)
$
73,627
$
57,054
$
16,573
(6,135
)
28,827
(34,962
)
67,492
85,881
(18,389
)
25,529
18,430
7,099
93,021
104,311
(11,290
)
36,629
29,271
7,358
56,392
75,040
(18,648
)
2,022
6,434
(4,412
)
9,036
5,767
3,269
49,378
75,707
(26,329
)
19,389
29,938
(10,549
)
$
29,989
$
45,769
$
(15,780
)
457,952
423,895
34,057
389,392
370,668
18,724
8.0
12.3
(4.3
)
46
Table of Contents
Associated Net
Net Physical
Economic Gross
Unrealized Gain
Potential Gross
Position
Profit
(Loss)
Profit
(Bcf)
(In millions)
(In millions)
(In millions)
8.0
$
48.5
$
36.4
$
12.1
12.3
$
40.8
$
10.8
$
30.0
14.5
$
60.0
$
(16.0
)
$
76.0
(1)
Potential gross profit represents the increase in AEMs
gross profit in future periods if its optimization efforts are
executed as planned. This amount does not include storage and
other operating expenses and increased income taxes that will be
incurred to realize this amount. Therefore, it does not
represent an estimated increase in future net income. There is
no assurance that the economic gross profit or the potential
gross profit will be fully realized in the future. We consider
this measure a non-GAAP financial measure as it is calculated
using both forward-looking storage injection/withdrawal and
hedge settlement estimates and historical financial information.
This measure is presented because we believe it provides a more
comprehensive view to investors of our asset optimization
efforts and thus a better understanding of these activities than
would be presented by GAAP measures alone.
47
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48
Table of Contents
For the Fiscal Year Ended September 30
2008
2007
Change
(In thousands)
$
13,469
$
13,532
$
(63
)
5,178
11,868
(6,690
)
4,961
5,111
(150
)
4,705
2,097
2,608
28,313
32,608
(4,295
)
8,064
10,373
(2,309
)
20,249
22,235
(1,986
)
8,428
8,173
255
2,322
6,055
(3,733
)
26,355
24,353
2,002
10,086
9,503
583
$
16,269
$
14,850
$
1,419
49
Table of Contents
For the Fiscal Year Ended September 30
2007
2006
Change
(In thousands, unless otherwise noted)
$
952,684
$
925,057
$
27,627
731,497
723,163
8,334
221,187
201,894
19,293
8,945
9,506
(561
)
121,626
126,489
(4,863
)
108,506
84,911
23,595
35,223
31,909
3,314
$
73,283
$
53,002
$
20,281
297,327
272,033
25,294
130,542
121,962
8,580
427,869
393,995
33,874
$
0.45
$
0.50
$
(0.05
)
$
8.09
$
10.02
$
(1.93
)
2007
2006
Heating Degree
Heating Degree
Operating
Days Percent
Operating
Days Percent
Income
of
Normal
(1)
Income
of
Normal
(1)
(In thousands, except degree day information)
$
68,574
100
%
$
71,703
72
%
42,161
97
%
49,893
98
%
44,193
105
%
27,772
78
%
21,036
99
%
2,215
100
%
23,225
101
%
23,276
102
%
22,392
104
%
22,524
99
%
(394
)
4,511
$
221,187
100
%
$
201,894
87
%
(1)
Adjusted for service areas that have weather-normalized
operations. For service areas that have weather normalized
operations, normal degree days are used instead of actual degree
days in computing the total number of heating degree days.
50
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51
Table of Contents
For the Fiscal Year Ended September 30
2007
2006
Change
(In thousands, unless otherwise noted)
$
77,090
$
69,925
$
7,165
65,158
56,813
8,345
9,374
8,047
1,327
11,607
6,348
5,259
163,229
141,133
22,096
83,399
77,807
5,592
79,830
63,326
16,504
2,105
(153
)
2,258
27,917
22,787
5,130
54,018
40,386
13,632
19,428
13,839
5,589
$
34,590
$
26,547
$
8,043
699,006
581,272
117,734
505,493
410,505
94,988
52
Table of Contents
For the Fiscal Year Ended September 30
2007
2006
Change
(In thousands, unless otherwise noted)
$
57,054
$
87,236
$
(30,182
)
28,827
26,225
2,602
85,881
113,461
(27,580
)
18,430
17,166
1,264
104,311
130,627
(26,316
)
29,271
28,392
879
75,040
102,235
(27,195
)
6,434
2,598
3,836
5,767
8,510
(2,743
)
75,707
96,323
(20,616
)
29,938
37,757
(7,819
)
$
45,769
$
58,566
$
(12,797
)
423,895
336,516
87,379
370,668
283,962
86,706
12.3
14.5
(2.2
)
53
Table of Contents
For the Fiscal Year Ended September 30
2007
2006
Change
(In thousands)
$
13,532
$
8,683
$
4,849
11,868
4,874
6,994
5,111
7,587
(2,476
)
2,097
3,350
(1,253
)
32,608
24,494
8,114
10,373
9,570
803
22,235
14,924
7,311
8,173
6,858
1,315
6,055
6,512
(457
)
24,353
15,270
9,083
9,503
5,648
3,855
$
14,850
$
9,622
$
5,228
54
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55
Table of Contents
During the fiscal years ended September 30, 2008 and 2006,
we increased our borrowings under our short-term facilities by
$200.2 million and $237.6 million whereas during the
fiscal year ended
56
Table of Contents
September 30, 2007 we repaid a net $213.2 million
under our short-term facilities. Net borrowings under our
short-term facilities during fiscal 2008 and 2006 reflect the
impact of seasonal natural gas purchases and the effect of
higher natural gas prices.
We repaid $10.3 million of long-term debt during the fiscal
year ended September 30, 2008, compared with
$303.2 million during the fiscal year ended
September 30, 2007 and $3.3 million during the fiscal
year ended September 30, 2006. The increased payments
during fiscal 2007 reflect the repayment of our
$300 million unsecured floating rate senior notes discussed
below.
In June 2007, we issued $250 million of 6.35% Senior
Notes due 2017. The effective interest rate of this offering,
inclusive of all debt issue costs, was 6.45 percent. After
giving effect to the settlement of our $100 million
Treasury lock agreement in June 2007, the effective rate on
these senior notes was reduced to 6.26 percent. We used the
net proceeds of $247 million, together with
$53 million of available cash, to repay our
$300 million unsecured floating rate senior notes, which
were redeemed on July 15, 2007.
In December 2006, we sold 6.3 million shares of common
stock in an offering, including the underwriters exercise
of their overallotment option of 0.8 million shares,
generating net proceeds of approximately $192 million. The
net proceeds from this issuance were used to reduce our
short-term debt.
During the fiscal year ended September 30, 2008, we paid
$117.3 million in cash dividends compared with dividend
payments of $111.7 million and $102.3 million for the
fiscal years ended September 30, 2007 and 2006. The
increase in dividends paid over the prior-year reflects the
increase in our dividend rate from $1.28 per share during fiscal
2007 to $1.30 per share during fiscal 2008, combined with a
1.5 million increase in shares outstanding due to new share
issuances under our various equity plans.
During the fiscal year ended September 30, 2008 we issued
1.0 million shares of common stock which generated net
proceeds of $25.5 million. In addition, we granted
0.5 million shares of common stock under our 1998 Long-Term
Incentive Plan to directors, officers and other participants in
the plan.
For the Fiscal Year Ended September 30
2008
2007
2006
388,485
325,338
387,833
558,014
422,646
442,635
538,450
511,584
366,905
300
3,197
2,453
2,442
6,325,000
1,488,146
7,587,021
1,200,115
57
Table of Contents
S&P
Moodys
Fitch
BBB
Baa3
BBB+
A-2
P-3
F-2
58
Table of Contents
September 30
2008
2007
(In thousands, except percentages)
$
350,542
7.7
%
$
150,599
3.5
%
2,120,577
46.9
%
2,130,146
50.2
%
2,052,492
45.4
%
1,965,754
46.3
%
$
4,523,611
100.0
%
$
4,246,499
100.0
%
59
Table of Contents
Payments Due by Period
Less Than
More Than
Total
1 Year
1-3 Years
3-5 Years
5 Years
(In thousands)
$
2,123,612
$
785
$
760,262
$
252,565
$
1,110,000
350,542
350,542
939,048
118,858
196,040
143,226
480,924
550,029
418,949
109,454
18,648
2,978
1,752
186
372
372
822
180,317
18,374
33,925
30,924
97,094
33,411
11,511
14,315
6,698
887
104,202
35,522
40,864
14,763
13,053
64,283
58,914
5,369
163,089
12,703
22,083
28,111
100,192
6,731
6,731
$
4,517,016
$
1,026,344
$
1,189,415
$
495,307
$
1,805,950
(1)
See Note 5 to the consolidated financial statements.
(2)
Interest charges were calculated using the stated rate for each
debt issuance.
(3)
Gas purchase commitments were determined based upon
contractually determined volumes at prices estimated based upon
the index specified in the contract, adjusted for estimated
basis differentials and contractual discounts as of
September 30, 2008.
(4)
See Note 13 to the consolidated financial statements.
(5)
Represents third party contractual demand fees for contracted
storage in our natural gas marketing and pipeline, storage and
other segments. Contractual demand fees for contracted storage
for our natural gas distribution segment are excluded as these
costs are fully recoverable through our purchase gas adjustment
mechanisms.
(6)
Represents third party contractual demand fees for
transportation in our natural gas marketing segment.
(7)
Represents liabilities for natural gas commodity financial
instruments that were valued as of September 30, 2008. The
ultimate settlement amounts of these remaining liabilities are
unknown because they are subject to continuing market risk until
the financial instruments are settled.
(8)
Represents expected contributions to our postretirement benefit
plans.
(9)
Represents liabilities associated with uncertain tax positions
claimed or expected to be claimed on tax returns.
60
Table of Contents
$
(21,053
)
(27,580
)
(28,308
)
13,264
$
(63,677
)
Fair Value of Contracts at September 30, 2008
Maturity in Years
Less
Greater
Total Fair
Than 1
1-3
4-5
Than 5
Value
(In thousands)
$
(58,566
)
$
(5,111
)
$
$
$
(63,677
)
$
(58,566
)
$
(5,111
)
$
$
$
(63,677
)
61
Table of Contents
$
26,808
20,363
(30,629
)
16,542
56,616
$
73,158
Fair Value of Contracts at September 30, 2008
Maturity in Years
Less
Greater
Total Fair
Than 1
1-3
4-5
Than 5
Value
(In thousands)
$
12,356
$
5,566
$
$
$
17,922
(1,029
)
(351
)
(1,380
)
$
11,327
$
5,215
$
$
$
16,542
62
Table of Contents
63
Table of Contents
ITEM 7A.
Quantitative
and Qualitative Disclosures About Market Risk.
64
Table of Contents
65
Table of Contents
ITEM 8.
Financial
Statements and Supplementary Data.
Page
67
68
69
70
71
72
121
129
66
Table of Contents
CONSOLIDATED FINANCIAL STATEMENTS
67
Table of Contents
68
Table of Contents
Year Ended September 30
2008
2007
2006
(In thousands, except per share data)
$
3,655,130
$
3,358,765
$
3,650,591
195,917
163,229
141,133
4,287,862
3,151,330
3,156,524
31,709
33,400
25,574
(949,313
)
(808,293
)
(821,459
)
7,221,305
5,898,431
6,152,363
2,649,064
2,406,081
2,725,534
4,194,841
3,047,019
3,025,897
3,396
792
1,080
(947,322
)
(805,543
)
(816,718
)
5,899,979
4,648,349
4,935,793
1,321,326
1,250,082
1,216,570
500,234
463,373
433,418
200,442
198,863
185,596
192,755
182,866
191,993
6,344
22,947
893,431
851,446
833,954
427,895
398,636
382,616
2,731
9,184
881
137,922
145,236
146,607
292,704
262,584
236,890
112,373
94,092
89,153
$
180,331
$
168,492
$
147,737
$
2.02
$
1.94
$
1.83
$
2.00
$
1.92
$
1.82
89,385
86,975
80,731
90,272
87,745
81,390
69
Table of Contents
Accumulated
Common Stock
Additional
Other
Number of
Stated
Paid-in
Comprehensive
Retained
Shares
Value
Capital
Loss
Earnings
Total
(In thousands, except share data)
80,539,401
$
403
$
1,426,523
$
(3,341
)
$
178,837
$
1,602,422
147,737
147,737
882
882
3,442
3,442
(44,833
)
(44,833
)
107,228
(102,275
)
(102,275
)
387,833
2
10,391
10,393
442,635
2
11,918
11,920
366,905
2
8,976
8,978
300
5
5
9,361
9,361
2,442
66
66
81,739,516
409
1,467,240
(43,850
)
224,299
1,648,098
168,492
168,492
1,241
1,241
6,288
6,288
20,123
20,123
196,144
(111,664
)
(111,664
)
6,325,000
32
191,881
191,913
325,338
2
9,866
9,868
422,646
2
12,929
12,931
511,584
2
7,547
7,549
10,841
10,841
2,453
74
74
89,326,537
447
1,700,378
(16,198
)
281,127
1,965,754
180,331
180,331
(1,897
)
(1,897
)
3,148
3,148
(21,000
)
(21,000
)
160,582
(569
)
(569
)
(117,288
)
(117,288
)
388,485
2
10,333
10,335
558,014
3
15,116
15,119
538,450
2
5,592
5,594
12,878
12,878
3,197
87
87
90,814,683
$
454
$
1,744,384
$
(35,947
)
$
343,601
$
2,052,492
70
Table of Contents
Year Ended September 30
2008
2007
2006
(In thousands)
$
180,331
$
168,492
$
147,737
6,344
22,947
200,442
198,863
185,596
147
192
371
97,940
62,121
86,178
14,032
11,934
10,234
10,665
10,852
11,117
(5,492
)
(1,516
)
(2,871
)
9,762
(97,018
)
(6,407
)
78,407
(61,489
)
(53,626
)
(10,695
)
(114,119
)
112,588
(59,882
)
22,476
23,506
28,614
39,902
(8,428
)
(116,060
)
60,026
11,661
(70,997
)
23,090
10,519
(9,009
)
370,933
547,095
311,449
(472,273
)
(392,435
)
(425,324
)
(10,736
)
(10,436
)
(5,767
)
(483,009
)
(402,871
)
(431,091
)
200,174
(213,242
)
237,607
247,217
4,750
(10,284
)
(303,185
)
(3,264
)
(117,288
)
(111,664
)
(102,275
)
25,466
24,897
23,273
191,913
98,068
(159,314
)
155,341
(14,008
)
(15,090
)
35,699
60,725
75,815
40,116
$
46,717
$
60,725
$
75,815
71
Table of Contents
1.
Nature of
Business
Division
Service Area
Colorado, Kansas,
Missouri
(1)
Georgia
(1)
,
Illinois
(1)
,
Iowa
(1)
,
Kentucky,
Missouri
(1)
,
Tennessee,
Virginia
(1)
Louisiana
Texas, including the Dallas/Fort Worth metropolitan area
Mississippi
West Texas
(1)
Denotes locations where we have more limited service areas.
72
Table of Contents
2.
Summary
of Significant Accounting Policies
73
Table of Contents
September 30
2008
2007
(In thousands)
$
100,563
$
59,022
7,586
7,996
55,103
14,797
980
1,303
12,885
10,989
651
796
343
8,120
10,719
$
186,231
$
105,622
$
76,979
$
84,043
317,273
295,241
165
5,639
7,503
$
399,891
$
386,952
74
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75
Table of Contents
76
Table of Contents
77
Table of Contents
For the Fiscal Year Ended
September 30
2008
2007
2006
(In thousands)
$
(2,841
)
$
783
$
15,476
3,720
2,330
7,392
879
3,113
22,868
39,695
89,207
(17,832
)
$
40,574
$
92,320
$
5,036
78
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79
Table of Contents
September 30
2008
2007
(In thousands)
$
910
$
2,807
(11,104
)
(14,252
)
(25,753
)
(4,753
)
$
(35,947
)
$
(16,198
)
80
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81
Table of Contents
3.
Goodwill
and Intangible Assets
September 30
2008
2007
(In thousands)
$
736,998
$
734,976
2,088
2,716
$
739,086
$
737,692
Regulated
Pipeline,
Natural Gas
Transmission
Natural Gas
Storage
Distribution
and Storage
Marketing
and Other
Segment
Segment
Segment
Segment
Total
(In thousands)
$
567,775
$
132,490
$
24,282
$
10,429
$
734,976
2,145
(123
)
2,022
$
569,920
$
132,367
$
24,282
$
10,429
$
736,998
(1)
During the preparation of the fiscal 2008 tax provision, we
adjusted certain deferred taxes recorded in connection with
acquisitions completed in fiscal 2001 and fiscal 2004, which
resulted in an increase to goodwill and net deferred tax
liabilities of $2.0 million.
September 30, 2008
September 30, 2007
Useful
Gross
Gross
Life
Carrying
Accumulated
Carrying
Accumulated
(Years)
Amount
Amortization
Net
Amount
Amortization
Net
(In thousands)
10
$
6,926
$
(4,838
)
$
2,088
$
6,926
$
(4,210
)
$
2,716
4.
Financial
Instruments and Hedging Activities
82
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Natural Gas
Natural Gas
Distribution
Marketing
Total
(In thousands)
$
$
68,291
$
68,291
5,473
5,473
(58,566
)
(348
)
(58,914
)
(5,111
)
(258
)
(5,369
)
$
(63,677
)
$
73,158
$
9,481
$
$
20,129
$
20,129
5,535
5,535
(21,053
)
(286
)
(21,339
)
(290
)
(290
)
$
(21,053
)
$
25,088
$
4,035
(1)
Includes $56.6 million of cash held on deposit in margin
accounts to collateralize certain financial instruments. Of this
amount, $29.8 million was used to offset current risk
management liabilities under master netting agreements and the
remaining $26.8 million is classified as current risk
management assets.
(2)
Includes a $1.7 million obligation to return cash
collateral, which was used to offset current risk management
assets under master netting agreements.
83
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84
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Fiscal Year Ended September 30
2008
2007
(In thousands)
$
$
2,945
(13,213
)
(10,861
)
3,148
3,343
(7,787
)
30,984
$
(17,852
)
$
26,411
(1)
Utilizing an income tax rate of approximately 38 percent
comprised of the effective rates in each taxing jurisdiction.
85
Table of Contents
Treasury
Forward
Lock
Commodity
Agreements
Contracts
Total
(In thousands)
$
(3,147
)
$
(24,878
)
$
(28,025
)
(1,828
)
(885
)
(2,713
)
(1,709
)
58
(1,651
)
(1,709
)
(58
)
(1,767
)
(1,709
)
10
(1,699
)
(1,002
)
(1,002
)
$
(11,104
)
$
(25,753
)
$
(36,857
)
5.
Debt
2008
2007
(In thousands)
$
400,000
$
400,000
350,000
350,000
2,303
2,303
250,000
250,000
500,000
500,000
250,000
250,000
200,000
200,000
10,000
10,000
10,000
10,000
150,000
150,000
7,500
1,309
3,890
2,123,612
2,133,693
(3,035
)
(3,547
)
(785
)
(3,831
)
$
2,119,792
$
2,126,315
86
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87
Table of Contents
88
Table of Contents
$
785
400,131
360,131
2,434
250,131
1,110,000
$
2,123,612
89
Table of Contents
6.
Shareholders
Equity
7.
Stock and
Other Compensation Plans
90
Table of Contents
2008
2007
2006
Weighted
Weighted
Weighted
Average
Average
Average
Number of
Grant-
Number of
Grant-
Number of
Grant-
Restricted
Date Fair
Restricted
Date Fair
Restricted
Date Fair
Shares
Value
Shares
Value
Shares
Value
948,717
$
28.95
746,776
$
26.49
592,490
$
25.32
547,845
27.90
485,260
30.85
440,016
26.80
(380,895
)
27.17
(271,075
)
26.12
(265,546
)
24.42
(18,897
)
29.32
(12,244
)
28.51
(20,184
)
26.95
1,096,770
$
29.04
948,717
$
28.95
746,776
$
26.49
Fiscal Year Ended
September 30,
2006
7
4.6
%
20.3
%
4.8
%
(1)
The expected life of stock options is estimated based on
historical experience.
(2)
The interest rate is based on the U.S. Treasury constant
maturity interest rate whose term is consistent with the
expected life of the stock options.
(3)
The volatility is estimated based on historical and current
stock data for the Company.
91
Table of Contents
2008
2007
2006
Weighted
Weighted
Weighted
Average
Average
Average
Number of
Exercise
Number of
Exercise
Number of
Exercise
Options
Price
Options
Price
Options
Price
920,841
$
22.54
1,017,152
$
22.57
964,704
$
22.20
93,196
26.19
(7,000
)
21.90
(92,071
)
22.84
(40,582
)
22.21
(4,240
)
23.11
(166
)
21.23
913,841
$
22.54
920,841
$
22.54
1,017,152
$
22.57
911,492
$
22.53
908,332
$
22.49
991,778
$
22.48
(1)
The weighted-average remaining contractual life for outstanding
options was 3.4 years, 4.4 years, and 5.4 years
for fiscal years 2008, 2007 and 2006. The aggregate intrinsic
value of outstanding options was $3.3 million,
$3.3 million and $3.7 million for fiscal years 2008,
2007 and 2006.
(2)
The weighted-average remaining contractual life for exercisable
options was 3.4 years, 4.3 years, and 5.3 years
for fiscal years 2008, 2007 and 2006. The aggregate intrinsic
value of exercisable options was $3.3 million,
$3.3 million and $3.6 million for fiscal years 2008,
2007 and 2006.
Options Outstanding
Weighted
Options Exercisable
Average
Weighted
Weighted
Remaining
Average
Average
Number of
Contractual
Exercise
Number of
Exercise
Options
Life (In Years)
Price
Options
Price
61,833
1.4
$
15.66
61,833
$
15.66
493,525
3.8
$
21.86
493,525
$
21.86
358,483
3.2
$
24.66
356,134
$
24.65
913,841
3.4
$
22.54
911,492
$
22.53
Fiscal Year Ended September 30
2008
2007
2006
(In thousands, except per share data)
$
3.74
$
153
$
2,103
$
901
$
12
$
296
$
78
$
26
$
347
$
143
92
Table of Contents
8.
Retirement
and Post-Retirement Employee Benefit Plans
93
Table of Contents
Supplemental
Defined
Executive
Postretirement
Benefits Plans
Retirement Plans
Plans
Total
(In thousands)
$
$
$
8,131
$
8,131
(2,984
)
452
(2,532
)
64,815
17,308
12,841
94,964
$
61,831
$
17,760
$
20,972
$
100,563
$
$
$
9,642
$
9,642
(4,142
)
664
(3,478
)
31,022
22,164
(328
)
52,858
$
26,880
$
22,828
$
9,314
$
59,022
94
Table of Contents
95
Table of Contents
Actual Allocation
Targeted
September 30
Allocation Range
2008
2007
35%-55%
42.0
%
44.9
%
10%-20%
11.0
%
15.2
%
10%-30%
24.2
%
20.1
%
0%-10%
10.2
%
8.5
%
5%-15%
10.2
%
9.6
%
0%-10%
2.4
%
1.7
%
Pension Liability
Pension Cost
2008
2007
2008
2007
2006
6.68
%
6.30
%
6.30
%
6.30
%
5.00
%
4.00
%
4.00
%
4.00
%
4.00
%
4.00
%
8.25
%
8.25
%
8.25
%
8.25
%
8.50
%
96
Table of Contents
2008
2007
(In thousands)
$
329,023
$
325,574
$
335,581
$
326,464
13,329
13,090
21,129
20,396
(6,939
)
4,034
(25,721
)
(28,403
)
261
337,640
335,581
389,073
362,714
(21,972
)
54,762
(25,721
)
(28,403
)
341,380
389,073
3,740
53,492
$
3,740
$
53,492
(1)
During the fourth quarter of fiscal 2008, we voluntarily
contributed $2.3 million to the Union Plan. However, this
contribution is not reflected in this table because it occurred
after the June 30, 2008 measurement date.
Fiscal Year Ended September 30
2008
2007
2006
(In thousands)
$
13,329
$
13,090
$
13,465
21,129
20,396
17,932
(25,242
)
(24,357
)
(25,598
)
(897
)
(838
)
(959
)
6,482
8,253
10,469
$
14,801
$
16,544
$
15,309
97
Table of Contents
Pension Liability
Pension Cost
2008
2007
2008
2007
2006
6.68
%
6.30
%
6.30
%
6.30
%
5.00
%
4.00
%
4.00
%
4.00
%
4.00
%
4.00
%
2008
2007
(In thousands)
$
83,871
$
86,976
$
92,350
$
87,499
2,184
2,981
5,816
5,585
(3,634
)
719
(4,730
)
(4,434
)
91,986
92,350
4,730
4,434
(4,730
)
(4,434
)
(91,986
)
(92,350
)
$
(91,986
)
$
(92,350
)
98
Table of Contents
Unrealized
Holding
Market
Cost
Gain
Value
(In thousands)
$
31,041
$
1,231
$
32,272
5,309
359
5,668
$
36,350
$
1,590
$
37,940
$
32,781
$
2,793
$
35,574
4,618
1,855
6,473
$
37,399
$
4,648
$
42,047
Less Than 12 Months
12 Months or More
Unrealized
Unrealized
Fair Value
Loss
Fair Value
Loss
(In thousands)
$
4,406
$
(394
)
$
$
Fiscal Year Ended September 30
2008
2007
2006
(In thousands)
$
2,184
$
2,981
$
3,001
5,816
5,585
4,955
212
1,020
1,022
1,222
1,482
2,789
$
9,434
$
11,068
$
11,767
99
Table of Contents
Supplemental Plans
2008
2007
(In thousands)
$
91,986
$
92,350
83,871
86,976
Pension
Supplemental
Plans
Plans
(In thousands)
$
29,146
$
8,047
29,688
4,975
29,896
5,913
30,266
5,872
30,845
5,974
164,866
33,971
100
Table of Contents
Actual Allocation
September 30
2008
2007
98.1
%
98.4
%
1.9
%
1.6
%
Postretirement Liability
Postretirement Cost
2008
2007
2008
2007
2006
6.68
%
6.30
%
6.30
%
6.30
%
5.00
%
5.00
%
5.00
%
5.00
%
5.20
%
5.30
%
8.00
%
8.00
%
8.00
%
8.00
%
9.00
%
5.00
%
5.00
%
5.00
%
5.00
%
5.00
%
2014
2010
2011
2010
2010
101
Table of Contents
2008
2007
(In thousands)
$
175,585
$
160,901
13,367
11,228
11,648
10,561
2,879
3,605
1,401
470
(11,008
)
(11,305
)
125
125
193,997
175,585
55,370
44,800
(8,782
)
6,371
9,613
11,899
2,879
3,605
(11,008
)
(11,305
)
48,072
55,370
(145,925
)
(120,215
)
$
(145,925
)
$
(120,215
)
Fiscal Year Ended September 30
2008
2007
2006
(In thousands)
$
13,367
$
11,228
$
13,083
11,648
10,561
8,840
(2,861
)
(2,388
)
(2,187
)
1,511
1,512
1,511
33
361
1,280
$
23,665
$
20,946
$
22,888
102
Table of Contents
1-Percentage
1-Percentage
Point Increase
Point Decrease
(In thousands)
$
3,980
$
(3,301
)
$
22,620
$
(19,115
)
Total
Company
Retiree
Subsidy
Postretirement
Payments
Payments
Payments
Benefits
(In thousands)
$
12,703
$
2,805
$
149
$
15,657
10,262
3,199
77
13,538
11,821
3,637
15,458
13,352
4,092
17,444
14,759
4,537
19,296
100,192
30,408
130,600
103
Table of Contents
9.
Details
of Selected Consolidated Balance Sheet Captions
September 30
2008
2007
(In thousands)
$
411,225
$
325,721
49,496
44,913
31,731
25,659
492,452
396,293
(15,301
)
(16,160
)
$
477,151
$
380,133
104
Table of Contents
September 30
2008
2007
(In thousands)
$
68,291
$
20,129
55,103
14,797
22,052
33,002
4,664
16,738
16,510
2,973
2,973
4,304
5,563
15,158
13,551
$
184,619
$
111,189
September 30
2008
2007
(In thousands)
$
21,958
$
12,578
150,984
149,164
942,169
909,582
3,870,606
3,627,729
597,460
560,400
66,919
67,168
5,650,096
5,326,621
80,060
69,449
5,730,156
5,396,070
(1,593,297
)
(1,559,234
)
$
4,136,859
$
3,836,836
105
Table of Contents
September 30
2008
2007
(In thousands)
$
7,997
$
55,785
37,940
42,047
130,785
90,825
35,378
39,866
5,473
5,535
8,077
19,436
$
225,650
$
253,494
September 30
2008
2007
(In thousands)
$
75,297
$
83,833
42,956
35,188
76,979
84,043
52,366
51,523
58,914
21,339
53,639
50,288
16,950
13,250
18,628
24,182
1,833
62,810
44,627
$
460,372
$
408,273
106
Table of Contents
September 30
2008
2007
(In thousands)
$
137,075
$
111,365
88,143
90,243
17,814
18,173
5,639
7,503
5,883
8,966
6,731
5,369
290
727
7,002
$
267,381
$
243,542
10.
Earnings
Per Share
2008
2007
2006
(In thousands, except per share data)
$
180,331
$
168,492
$
147,737
89,385
86,975
80,731
790
620
551
97
150
108
90,272
87,745
81,390
$
2.02
$
1.94
$
1.83
$
2.00
$
1.92
$
1.82
107
Table of Contents
11.
Income
Taxes
2008
2007
2006
(In thousands)
$
7,161
$
22,616
$
838
7,696
9,810
2,623
85,573
56,349
77,154
12,367
5,772
9,024
(424
)
(455
)
(486
)
$
112,373
$
94,092
$
89,153
2008
2007
2006
(In thousands)
$
102,446
$
91,904
$
82,912
(1,363
)
(1,233
)
(1,180
)
(4,727
)
(1,890
)
12,523
10,253
7,570
(1,233
)
(215
)
(149
)
$
112,373
$
94,092
$
89,153
108
Table of Contents
2008
2007
(In thousands)
$
16,305
$
15,047
11,627
11,097
6,769
6,906
39,632
33,111
46,319
40,984
6,806
8,735
345
506
911
966
616
2,505
543
3,976
129,873
123,833
(534,607
)
(426,772
)
(25,777
)
(30,557
)
(5,362
)
(12,547
)
(568
)
(1,131
)
(5,184
)
(6,694
)
(11,766
)
(1,781
)
(573,008
)
(489,738
)
$
(443,135
)
$
(365,905
)
$
2,397
$
2,541
109
Table of Contents
$
6,156
5,081
(528
)
(3,978
)
$
6,731
12.
Commitments
and Contingencies
110
Table of Contents
111
Table of Contents
$
418,949
99,885
9,569
9,580
9,068
2,978
$
550,029
13.
Leases
112
Table of Contents
Minimum
Lease
Receipts
(In thousands)
$
3,030
2,973
2,973
2,973
1,824
$
13,773
Capital
Operating
Leases
Leases
(In thousands)
$
186
$
18,374
186
17,496
186
16,429
186
15,789
186
15,135
822
97,094
1,752
$
180,317
746
$
1,006
14.
Concentration
of Credit Risk
113
Table of Contents
September 30,
September 30,
2008
2007
52
%
53
%
48
%
47
%
100
%
100
%
Natural Gas
Natural Gas
Distribution
Marketing
Segment
(1)
Segment
Consolidated
(In thousands)
$
$
42,220
$
42,220
4,696
4,696
$
$
46,916
$
46,916
(1)
Counterparty risk for our natural gas distribution segment is
minimized because hedging gains and losses are passed through to
our customers.
114
Table of Contents
15.
Supplemental
Cash Flow Disclosures
2008
2007
2006
(In thousands)
$
139,958
$
151,616
$
149,031
$
3,483
$
8,939
$
77,265
16.
Segment
Information
The
natural gas distribution segment,
which includes our
regulated natural gas distribution and related sales operations.
The
regulated transmission and storage segment,
which
includes the regulated pipeline and storage operations of the
Atmos Pipeline Texas Division.
The
natural gas marketing segment,
which includes a
variety of nonregulated natural gas management services.
The
pipeline, storage and other segment,
which includes
our nonregulated natural gas transmission and storage services.
115
Table of Contents
Year Ended September 30, 2008
Regulated
Pipeline,
Natural Gas
Transmission
Natural Gas
Storage
Distribution
and Storage
Marketing
and Other
Eliminations
Consolidated
(In thousands)
$
3,654,338
$
108,116
$
3,436,563
$
22,288
$
$
7,221,305
792
87,801
851,299
9,421
(949,313
)
3,655,130
195,917
4,287,862
31,709
(949,313
)
7,221,305
2,649,064
4,194,841
3,396
(947,322
)
5,899,979
1,006,066
195,917
93,021
28,313
(1,991
)
1,321,326
389,244
77,439
30,903
4,983
(2,335
)
500,234
177,205
19,899
1,546
1,792
200,442
178,452
8,834
4,180
1,289
192,755
744,901
106,172
36,629
8,064
(2,335
)
893,431
261,165
89,745
56,392
20,249
344
427,895
9,689
1,354
2,022
8,428
(18,762
)
2,731
117,933
27,049
9,036
2,322
(18,418
)
137,922
152,921
64,050
49,378
26,355
292,704
60,273
22,625
19,389
10,086
112,373
$
92,648
$
41,425
$
29,989
$
16,269
$
$
180,331
$
386,542
$
75,071
$
340
$
10,320
$
$
472,273
116
Table of Contents
Year Ended September 30, 2007
Regulated
Pipeline,
Natural Gas
Transmission
Natural Gas
Storage
Distribution
and Storage
Marketing
and Other
Eliminations
Consolidated
(In thousands)
$
3,358,147
$
84,344
$
2,432,280
$
23,660
$
$
5,898,431
618
78,885
719,050
9,740
(808,293
)
3,358,765
163,229
3,151,330
33,400
(808,293
)
5,898,431
2,406,081
3,047,019
792
(805,543
)
4,648,349
952,684
163,229
104,311
32,608
(2,750
)
1,250,082
379,175
56,231
26,480
4,581
(3,094
)
463,373
177,188
18,565
1,536
1,574
198,863
171,845
8,603
1,255
1,163
182,866
3,289
3,055
6,344
731,497
83,399
29,271
10,373
(3,094
)
851,446
221,187
79,830
75,040
22,235
344
398,636
8,945
2,105
6,434
8,173
(16,473
)
9,184
121,626
27,917
5,767
6,055
(16,129
)
145,236
108,506
54,018
75,707
24,353
262,584
35,223
19,428
29,938
9,503
94,092
$
73,283
$
34,590
$
45,769
$
14,850
$
$
168,492
$
327,442
$
59,276
$
1,069
$
4,648
$
$
392,435
Table of Contents
Year Ended September 30, 2006
Regulated
Pipeline,
Natural Gas
Transmission
Natural Gas
Storage
Distribution
and Storage
Marketing
and Other
Eliminations
Consolidated
(In thousands)
$
3,649,851
$
69,582
$
2,418,856
$
14,074
$
$
6,152,363
740
71,551
737,668
11,500
(821,459
)
3,650,591
141,133
3,156,524
25,574
(821,459
)
6,152,363
2,725,534
3,025,897
1,080
(816,718
)
4,935,793
925,057
141,133
130,627
24,494
(4,741
)
1,216,570
357,519
51,577
22,223
7,077
(4,978
)
433,418
164,493
18,012
1,834
1,257
185,596
178,204
8,218
4,335
1,236
191,993
22,947
22,947
723,163
77,807
28,392
9,570
(4,978
)
833,954
201,894
63,326
102,235
14,924
237
382,616
9,506
(153
)
2,598
6,858
(17,928
)
881
126,489
22,787
8,510
6,512
(17,691
)
146,607
84,911
40,386
96,323
15,270
236,890
31,909
13,839
37,757
5,648
89,153
$
53,002
$
26,547
$
58,566
$
9,622
$
$
147,737
$
307,742
$
114,873
$
909
$
1,800
$
$
425,324
2008
2007
2006
(In thousands)
$
2,131,447
$
1,982,801
$
2,068,736
1,077,056
970,949
1,061,783
212,531
195,060
276,186
137,821
114,298
144,600
3,558,855
3,263,108
3,551,305
59,712
59,195
61,475
35,771
35,844
37,071
3,654,338
3,358,147
3,649,851
108,116
84,344
69,582
3,436,563
2,432,280
2,418,856
22,288
23,660
14,074
$
7,221,305
$
5,898,431
$
6,152,363
Table of Contents
119
Table of Contents
120
Table of Contents
17.
Selected
Quarterly Financial Data (Unaudited)
Quarter Ended
December 31
March 31
June 30
September 30
(In thousands, except per share data)
$
928,177
$
1,521,856
$
676,639
$
528,458
45,046
51,440
46,286
53,145
840,717
1,128,653
1,189,722
1,128,770
6,727
10,022
3,880
11,080
(163,157
)
(227,986
)
(277,382
)
(280,788
)
1,657,510
2,483,985
1,639,145
1,440,665
369,638
434,394
246,222
271,072
158,509
211,143
20,709
37,534
73,803
111,534
(6,588
)
1,582
$
0.83
$
1.25
$
(0.07
)
$
0.02
$
0.82
$
1.24
$
(0.07
)
$
0.02
$
964,244
$
1,461,033
$
548,251
$
385,237
39,872
46,068
36,707
40,582
711,694
795,041
854,167
790,428
11,333
14,077
2,073
5,917
(124,510
)
(240,637
)
(223,046
)
(220,100
)
1,602,633
2,075,582
1,218,152
1,002,064
375,592
428,686
228,016
217,788
171,160
209,012
7,731
10,733
81,261
106,505
(13,360
)
(5,914
)
$
0.98
$
1.21
$
(0.15
)
$
(0.07
)
$
0.97
$
1.20
$
(0.15
)
$
(0.07
)
121
Table of Contents
ITEM 9.
Changes
in and Disagreements With Accountants on Accounting and
Financial Disclosure.
ITEM 9A.
Controls
and Procedures.
Robert W. Best
John P. Reddy
Chairman and Chief Executive Officer
Senior Vice President and Chief Financial Officer
122
Table of Contents
Atmos Energy Corporation
123
Table of Contents
ITEM 9B.
Other
Information.
ITEM 10.
Directors,
Executive Officers and Corporate Governance.
ITEM 11.
Executive
Compensation.
ITEM 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
ITEM 13.
Certain
Relationships and Related Transactions, and Director
Independence.
ITEM 14.
Principal
Accountant Fees and Services.
124
Table of Contents
ITEM 15.
Exhibits
and Financial Statement Schedules.
(a)
1. and 2.
Financial statements and financial statement schedules.
3.
Exhibits
125
Table of Contents
By:
126
Table of Contents
Chairman and Chief Executive Officer
November 19, 2008
Senior Vice President and Chief Financial Officer
November 19, 2008
Vice President and Controller (Principal Accounting Officer)
November 19, 2008
Director
November 19, 2008
Director
November 19, 2008
Director
November 19, 2008
Director
November 19, 2008
Director
November 19, 2008
Director
November 19, 2008
Director
November 19, 2008
Director
November 19, 2008
Director
November 19, 2008
Director
November 19, 2008
127
Table of Contents
Director
November 19, 2008
Director
November 19, 2008
Director
November 19, 2008
128
Table of Contents
Additions
Balance at
Charged to
Charged to
Balance
Beginning
Cost &
Other
at End
of Period
Expenses
Accounts
Deductions
of Period
(In thousands)
$
16,160
$
15,655
$
$
16,514
(1)
$
15,301
$
13,686
$
19,718
$
$
17,244
(1)
$
16,160
$
15,613
$
21,819
$
$
23,746
(1)
$
13,686
(1)
Uncollectible accounts written off.
129
Table of Contents
Item 14.(a)(3)
Page Number or
Exhibit
Incorporation by
Articles of Incorporation and Bylaws
3
.1
Amended and Restated Articles of Incorporation of Atmos Energy
Corporation (as of February 9, 2005)
Exhibit 3(I) to Form 10-Q dated March 31, 2005 (File No. 1-10042)
3
.2
Amended and Restated Bylaws of Atmos Energy Corporation (as of
May 2, 2007)
Exhibit 3.1 to Form 8-K dated May 2, 2007 (File No. 1-10042)
Instruments Defining Rights of Security Holders
4
.1
Specimen Common Stock Certificate (Atmos Energy Corporation)
Exhibit (4)(b) to Form 10-K for fiscal year ended September 30,
1988 (File No. 1-10042)
4
.2(a)
Indenture dated as of November 15, 1995 between United
Cities Gas Company and Bank of America Illinois, Trustee
Exhibit 4.11(a) to Form S-3 dated August 31, 2004 (File No.
333-118706)
4
.2(b)
First Supplemental Indenture dated as of July 29, 1997
between Atmos Energy Corporation and First Trust National
Association, as successor to Bank of America Illinois, Trustee
Exhibit 4.11(b) to Form S-3 dated August 31, 2004 (File No.
333-118706)
4
.3
Indenture dated as of July 15, 1998 between Atmos Energy
Corporation and U.S. Bank Trust National Association,
Trustee
Exhibit 4.8 to Form S-3 dated August 31, 2004 (File No.
333-118706)
4
.4
Indenture dated as of May 22, 2001 between Atmos Energy
Corporation and SunTrust Bank, Trustee
Exhibit 99.3 to Form 8-K dated May 15, 2001 (File No. 1-10042)
4
.5
Indenture dated as of June 14, 2007, between Atmos Energy
Corporation and U.S. Bank National Association, Trustee
Exhibit 4.1 to Form 8-K dated June 11, 2007 (File No. 1-10042)
4
.6(a)
Debenture Certificate for the
6
3
/
4
% Debentures
due 2028
Exhibit 99.2 to Form 8-K dated July 22, 1998 (File No. 1-10042)
4
.6(b)
Global Security for the
7
3
/
8
% Senior
Notes due 2011
Exhibit 99.2 to Form 8-K dated May 15, 2001 (File No. 1-10042)
4
.6(c)
Global Security for the
5
1
/
8
% Senior
Notes due 2013
Exhibit 10(2)(c) to Form 10-K for the fiscal year ended
September 30, 2004
(File No. 1-10042)
4
.6(d)
Global Security for the 4.00% Senior Notes due 2009
Exhibit 10(2)(e) to Form 10-K for the fiscal year ended
September 30, 2004
(File No. 1-10042)
4
.6(e)
Global Security for the 4.95% Senior Notes due 2014
Exhibit 10(2)(f) to Form 10-K for the fiscal year ended
September 30, 2004
(File No. 1-10042)
4
.6(f)
Global Security for the 5.95% Senior Notes due 2034
Exhibit 10(2)(g) to Form 10-K for the fiscal year ended
September 30, 2004
(File No. 1-10042)
4
.6(g)
Global Security for the 6.35% Senior Notes due 2017
Exhibit 4.2 to Form 8-K dated June 11, 2007 (File No. 1-10042)
130
Table of Contents
Page Number or
Exhibit
Incorporation by
Material Contracts
10
.1
Pipeline Construction and Operating Agreement, dated
November 30, 2005, by and between Atmos-Pipeline Texas, a
division of Atmos Energy Corporation, a Texas and Virginia
corporation and Energy Transfer Fuel, LP, a Delaware limited
partnership
Exhibit 10.1 to Form 8-K dated November 30, 2005 (File No.
1-10042)
10
.2
Revolving Credit Agreement (5 Year Facility), dated as of
December 15, 2006, among Atmos Energy Corporation, SunTrust
Bank, as Administrative Agent, Wachovia Bank, N.A. as
Syndication Agent and Bank of America, N.A., JPMorgan Chase
Bank, N.A., and the Royal Bank of Scotland plc as
Co-Documentation Agents, and the lenders from time to time
parties thereto
Exhibit 10.1 to Form 8-K dated December 15, 2006 (File No.
1-10042)
10
.3
Revolving Credit Agreement (364 Day Facility), dated as of
October 29, 2008, among Atmos Energy Corporation, SunTrust
Bank, as Administrative Agent, Bank of America, N.A., as
Syndication Agent, U.S. Bank National Association as
Documentation Agent and Wells Fargo Bank, N.A. as Managing
Agent, and the lenders from time to time parties thereto
Exhibit 10.1 to Form 8-K dated October 29, 2008 (File No.
1-10042)
10
.4(a)
Uncommitted Second Amended and Restated Credit Agreement, dated
to be effective March 30, 2005, among Atmos Energy
Marketing, LLC, Fortis Capital Corp., BNP Paribas and the other
financial institutions which may become parties thereto
Exhibit 10.1 to Form 8-K dated March 30, 2005 (File No. 1-10042)
10
.4(b)
First Amendment, dated as of November 28, 2005, to the
Uncommitted Second Amended and Restated Credit Agreement, dated
to be effective March 30, 2005, among Atmos Energy
Marketing, LLC, Fortis Capital Corp., BNP Paribas, Societe
Generale, and the other financial institutions which may become
parties thereto
Exhibit 10.1 to Form 8-K dated November 28, 2005 (File No.
1-10042)
10
.4(c)
Second Amendment, dated as of March 31, 2006, to the
Uncommitted Second Amended and Restated Credit Agreement, dated
to be effective March 30, 2005, among Atmos Energy
Marketing, LLC, Fortis Capital Corp., BNP Paribas, Societe
Generale and the other financial institutions which may become
parties thereto
Exhibit 10.1 to Form 8-K dated March 31, 2006 (File No. 1-10042)
10
.4(d)
Third Amendment, dated as of March 30, 2007, to the
Uncommitted Second Amended and Restated Credit Agreement, dated
as of March 30, 2005, among Atmos Energy Marketing, LLC,
Fortis Capital Corp., BNP Paribas, Societe Generale and the
other financial institutions which may become parties thereto
Exhibit 10.1 to Form 8-K dated March 30, 2007 (File No. 1-10042)
Table of Contents
Page Number or
Exhibit
Incorporation by
10
.4(e)
Fourth Amendment, dated as of March 31, 2008, to the
Uncommitted Second Amended and Restated Credit Agreement, dated
as of March 30, 2005, among Atmos Energy Marketing, LLC,
Fortis Capital Corp., BNP Paribas, Societe Generale and the
other financial institutions which may become parties thereto
Exhibit 10.1 to Form 8-K dated March 31, 2008 (File No. 1-10042)
10
.4(f)
Intercreditor Agreement, dated as of March 31, 2008, among
Fortis Capital Corp. and the other financial institutions which
may become parties thereto
Exhibit 10.2 to Form 8-K dated March 31, 2008 (File No. 1-10042)
Executive Compensation Plans and Arrangements
10
.5(a)*
Form of Atmos Energy Corporation Change in Control Severance
Agreement Tier I
10
.5(b)*
Form of Atmos Energy Corporation Change in Control Severance
Agreement Tier II
10
.6(a)*
Atmos Energy Corporation Executive Retiree Life Plan
Exhibit 10.31 to Form 10-K for fiscal year ended September 30,
1997 (File No. 1-10042)
10
.6(b)*
Amendment No. 1 to the Atmos Energy Corporation Executive
Retiree Life Plan
Exhibit 10.31(a) to Form 10-K for fiscal year ended September
30, 1997 (File No. 1-10042)
10
.7(a)*
Description of Financial and Estate Planning Program
Exhibit 10.25(b) to Form 10-K for fiscal year ended September
30, 1997 (File No. 1-10042)
10
.7(b)*
Description of Sporting Events Program
Exhibit 10.26(c) to Form 10-K for fiscal year ended September
30, 1993 (File No. 1-10042)
10
.8(a)*
Atmos Energy Corporation Supplemental Executive Benefits Plan,
Amended and Restated in its Entirety August 7, 2007
10
.8(b)*
Atmos Energy Corporation Supplemental Executive Retirement Plan,
(An Amendment and Restatement of the Performance-Based
Supplemental Executive Benefits Plan), Effective Date
August 7, 2007
10
.8(c)*
Atmos Energy Corporation Performance-Based Supplemental
Executive Benefits Plan Trust Agreement, Effective Date
December 1, 2000
Exhibit 10.1 to Form 10-Q for quarter ended December 31, 2000
(File No. 1-10042)
10
.8(d)*
Form of Individual Trust Agreement for the Supplemental
Executive Benefits Plan
Exhibit 10.3 to Form 10-Q for quarter ended December 31, 2000
(File No. 1-10042)
10
.9(a)*
Mini-Med/Dental Benefit Extension Agreement dated
October 1, 1994
Exhibit 10.28(f) to Form 10-K for fiscal year ended September
30, 2001 (File No. 1-10042)
10
.9(b)*
Amendment No. 1 to Mini-Med/Dental Benefit Extension
Agreement dated August 14, 2001
Exhibit 10.28(g) to Form 10-K for fiscal year ended September
30, 2001 (File No. 1-10042)
10
.9(c)*
Amendment No. 2 to Mini-Med/Dental Benefit Extension
Agreement dated December 31, 2002
Exhibit 10.1 to Form 10-Q for quarter ended December 31, 2002
(File No. 1-10042)
10
.10*
Atmos Energy Corporation Equity Incentive and Deferred
Compensation Plan for Non-Employee Directors
Table of Contents
Page Number or
Exhibit
Incorporation by
10
.11*
Atmos Energy Corporation Outside Directors Stock-for-Fee Plan
(Amended and Restated as of November 12, 1997)
Exhibit 10.28 to Form 10-K for fiscal year ended September 30,
1997 (File No. 1-10042)
10
.12(a)*
Atmos Energy Corporation 1998 Long-Term Incentive Plan (as
amended and restated February 9, 2007)
Exhibit 10.2 to Form 10-Q for quarter ended March 31, 2007 (File
No. 1-10042)
10
.12(b)*
Amendment No. 1 to Atmos Energy Corporation 1998 Long-Term
Incentive Plan (as amended and restated February 9, 2007)
10
.12(c)*
Form of Non-Qualified Stock Option Agreement under the Atmos
Energy Corporation 1998 Long-Term Incentive Plan
Exhibit 10.16(b) to Form 10-K for fiscal year ended September
30, 2005 (File No. 1-10042)
10
.12(d)*
Form of Award Agreement of Restricted Stock With Time-Lapse
Vesting under the Atmos Energy Corporation 1998 Long-Term
Incentive Plan
10
.12(e)*
Form of Award Agreement of Performance-Based Restricted Stock
Units under the Atmos Energy Corporation 1998 Long-Term
Incentive Plan
10
.12(f)*
Atmos Energy Corporation Annual Incentive Plan for Management
(as amended and restated August 8, 2007)
12
Statement of computation of ratio of earnings to fixed charges
Other Exhibits, as indicated
21
Subsidiaries of the registrant
23
.1
Consent of independent registered public accounting firm,
Ernst & Young LLP
24
Power of Attorney
Signature page of Form 10-K for fiscal year ended September 30,
2008
31
Rule 13a-14(a)/15d-14(a)
Certifications
32
Section 1350 Certifications**
*
This exhibit constitutes a management contract or
compensatory plan, contract, or arrangement.
**
These certifications pursuant to 18 U.S.C.
Section 1350 by the Companys Chief Executive Officer
and Chief Financial Officer, furnished as Exhibit 32 to this
Annual Report on
Form 10-K,
will not be deemed to be filed with the Securities and Exchange
Commission or incorporated by reference into any filing by the
Company under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent that the Company
specifically incorporates such certifications by reference.
2
3
4
5
6
7
8
9
10
11
12
ATMOS ENERGY CORPORATION
|
||||
By: | ||||
Robert W. Best | ||||
Chairman and Chief Executive Officer | ||||
EXECUTIVE
|
||||
Name: | ||||
13
2
3
4
5
6
7
8
9
10
ATMOS ENERGY CORPORATION
|
||||
By: | ||||
Robert W. Best | ||||
Chairman and Chief Executive Officer | ||||
EXECUTIVE
|
||||
Name: | ||||
11
Article | Page | |||||||
ARTICLE I | Purpose and Effective Date | 1 | ||||||
|
Section 1.1. | Purpose | 1 | |||||
|
Section 1.2. | Effective Date | 1 | |||||
|
||||||||
ARTICLE II | Definitions and Construction | 1 | ||||||
|
Section 2.1. | Definitions | 1 | |||||
|
Section 2.2. | Construction | 9 | |||||
|
Section 2.3. | Governing Law | 9 | |||||
|
||||||||
ARTICLE III | Eligibility and Participation | 9 | ||||||
|
Section 3.1. | Employees Eligible to Participate | 9 | |||||
|
||||||||
ARTICLE IV | Assets Used for Benefits | 9 | ||||||
|
Section 4.1. | Amounts Provided by the Employer | 9 | |||||
|
Section 4.2. | Funding | 10 | |||||
|
||||||||
ARTICLE V | Supplemental Pension Benefits | 11 | ||||||
|
Section 5.1. | Eligibility for Supplemental Pension | 11 | |||||
|
Section 5.2. | Amount of Supplemental Pension | 12 | |||||
|
Section 5.3. | Form of Payment of Supplemental Pension | 13 | |||||
|
Section 5.4. | Commencement of Supplemental Pension | 16 | |||||
|
Section 5.5. | Supplemental Pensions After a Change in Control | 18 | |||||
|
||||||||
ARTICLE VI | Disability Benefits | 20 | ||||||
|
Section 6.1. | Eligibility For Disability Benefit | 20 | |||||
|
Section 6.2. | Amount of Disability Benefit | 20 | |||||
|
Section 6.3. | Payment of Disability Benefit | 20 | |||||
|
Section 6.4. | Payment of Supplemental Pension to Disabled Participants | 20 | |||||
|
||||||||
ARTICLE VII | Death Benefits | 21 | ||||||
|
Section 7.1. | Eligibility For Death Benefit | 21 | |||||
|
Section 7.2. | Amount of Death Benefit | 22 | |||||
|
Section 7.3. | Form of Payment of Death Benefits | 24 | |||||
|
Section 7.4. | Commencement of Death Benefits | 25 | |||||
|
||||||||
ARTICLE VIII | Administration | 26 | ||||||
|
Section 8.1. | Plan Administration | 26 | |||||
|
Section 8.2. | Powers of Plan Administrator | 26 | |||||
|
Section 8.3. | Calculation of Funding Obligations | 26 | |||||
|
Section 8.4. | Annual Statements | 27 |
Article | Page | |||||||
ARTICLE IX | Miscellaneous Provisions | 27 | ||||||
|
Section 9.1. | Amendment or Termination of the Plan | 27 | |||||
|
Section 9.2. | Nonguarantee of Employment | 30 | |||||
|
Section 9.3. | Nonalienation of Benefits | 30 | |||||
|
Section 9.4. | Liability | 30 | |||||
|
Section 9.5. | Participation Agreement | 31 | |||||
|
Section 9.6. | Successors to the Employer | 31 | |||||
|
Section 9.7. | Tax Withholding | 31 |
Exhibit A-1
|
Participation Agreement [For Participants who commenced participation in the Plan prior to November 13, 1996] | |
|
||
Exhibit A-2
|
Participation Agreement [For all Participants who commenced participation in the Plan on and after November 13, 1996] | |
|
||
Exhibit B
|
Minimum Benefit Schedule | |
|
||
Exhibit C
|
Summary of Actuarial Assumptions for Determining Lump Sum Distributions and Optional Annuity Forms | |
|
||
Exhibit D
|
Summary of Actuarial Assumptions and Methods for Determining Annual SEBP Trust Funding Liabilities |
1
2
3
4
5
6
7
Affiliate
|
subparagraph 2.1(d)(iv)(B) | |
|
||
Beneficial Owner
|
subparagraph 2.1(d)(ii)(B) | |
|
||
Dependent Death Benefit
|
subparagraph 7.2(a)(iii) | |
|
||
Exchange Act
|
subparagraph 2.1(d)(ii)(A) | |
|
||
Lump Sum Death Benefit
|
subparagraph 7.2(a)(i) | |
|
||
Merger
|
subparagraph 2.1(d)(iii)(D) | |
|
||
Monthly Death Benefit
|
subparagraph 7.2(a)(ii) | |
|
||
New director
|
subparagraph 2.1(d)(ii)(C) | |
|
||
Original Payment Date
|
subparagraph 5.4(c) | |
|
||
Period
|
subparagraph 2.1(d)(i)(B) | |
|
||
Person
|
subparagraph 2.1(d)(ii)(A);
subparagraph 2.1(d)(iv) |
|
|
||
Specified Employee
|
subparagraph 5.4(c) |
8
United Cities
|
subparagraph 2.1(d)(iii)(D) |
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
ATMOS ENERGY CORPORATION
|
||||
By: | /s/ ROBERT W. BEST | |||
Robert W. Best | ||||
Chairman, President and
Chief Executive Officer |
31
1
2
3
4
5
6
7
8
9
PARTICIPANT |
ATMOS ENERGY CORPORATION
|
||||
By: | |||||
10
1
2
3
4
5
6
7
8
9
10
PARTICIPANT |
ATMOS ENERGY CORPORATION
|
||||
By: | |||||
11
Earliest Commencement | ||||||||
Participant Name | Annual Amount | Age | ||||||
E. G. Carter
|
$ | 84,503 | 62 | |||||
J. A. Enloe
|
76,924 | 62 | ||||||
N. V. Fariss
|
84,060 | 62 | ||||||
D. E. James
|
104,668 | 62 | ||||||
W. P. McKee, Jr.
|
79,851 | 62 | ||||||
H. E. Neel
|
100,259 | 62 | ||||||
J. F. Purser
|
124,625 | 62 | ||||||
C. G. Shaffer
|
69,499 | 62 | ||||||
R. F. Stephens
|
143,028 | 62 | ||||||
C. K. Vaughan
|
277,103 | 55 |
1
(i) | Interest: | The applicable segment rates as defined in Code Section 417(e)(3)(D)) for the November preceding the first day of the calendar year in which the lump sum is paid and without regard to the phase-in percentages specified in Code Section 417(e)(3)(D)(iii). | |
(ii) | Mortality: | The applicable mortality table as defined in Code Section 417(e)(3), and amended by the Pension Protection Act. |
(i) | Interest: | 6.0% per year. | |
(ii) | Mortality: | 1983 Unisex Group Annuity Mortality (50% 1983 Group Annuity Mortality for males, 50% 1983 Group Annuity Mortality for females). |
1
Actuarial Assumptions | ||||
Discount Rate |
8%
|
|||
|
||||
Mortality |
|
|||
Prior to Age 62
|
None
|
|||
After Age 62
|
Code Section 417(e)(3)
|
|||
Applicable Mortality Table*
|
||||
|
||||
Salary Scale |
0%
|
|||
|
||||
Benefit Percentage |
75%
|
* | The table prescribed in Rev. Rul. 2001-62, or such other mortality table which in the future may be specified from time to time as the applicable mortality table for purposes of Code Section 417(e)(3). |
1
Article
|
Page | |||||||
|
||||||||
ARTICLE I | Purpose and Effective Date | 1 | ||||||
|
Section 1.1. | Purpose | 1 | |||||
|
Section 1.2. | Effective Date | 1 | |||||
|
||||||||
ARTICLE II | Definitions and Construction | 1 | ||||||
|
Section 2.1. | Definitions | 1 | |||||
|
Section 2.2. | Construction | 7 | |||||
|
Section 2.3. | Governing Law | 8 | |||||
|
||||||||
ARTICLE III | Eligibility and Participation | 8 | ||||||
|
Section 3.1. | Employees Eligible to Participate | 8 | |||||
|
||||||||
ARTICLE IV | Assets Used for Benefits | 8 | ||||||
|
Section 4.1. | Amounts Provided by the Employer | 8 | |||||
|
Section 4.2. | Funding | 9 | |||||
|
||||||||
ARTICLE V | Supplemental Pension Benefits | 10 | ||||||
|
Section 5.1. | Eligibility for Supplemental Pension | 10 | |||||
|
Section 5.2. | Amount of Supplemental Pension | 11 | |||||
|
Section 5.3. | Form of Payment of Supplemental Pension | 12 | |||||
|
Section 5.4. | Commencement of Supplemental Pension | 14 | |||||
|
Section 5.5. | Supplemental Pensions After a Change in Control | 16 | |||||
|
||||||||
ARTICLE VI | Disability Benefits | 18 | ||||||
|
Section 6.1. | Eligibility For Disability Benefit | 18 | |||||
|
Section 6.2. | Amount of Disability Benefit | 18 | |||||
|
Section 6.3. | Payment of Disability Benefit | 18 | |||||
|
Section 6.4. | Payment of Supplemental Pension to Disabled Participants | 18 | |||||
|
||||||||
ARTICLE VII | Death Benefits | 19 | ||||||
|
Section 7.1. | Eligibility For Death Benefit | 19 | |||||
|
Section 7.2. | Amount of Death Benefit | 20 | |||||
|
Section 7.3. | Form of Payment of Death Benefits | 22 | |||||
|
Section 7.4. | Commencement of Death Benefits | 23 | |||||
|
||||||||
ARTICLE VIII | Administration | 24 | ||||||
|
Section 8.1. | Plan Administration | 24 | |||||
|
Section 8.2. | Powers of Plan Administrator | 24 | |||||
|
Section 8.3. | Calculation of Funding Obligations | 24 | |||||
|
Section 8.4. | Annual Statements | 25 | |||||
|
||||||||
ARTICLE IX | Miscellaneous Provisions | 25 | ||||||
|
Section 9.1. | Amendment or Termination of the Plan | 25 |
i
Article
|
Page | |||||||
|
Section 9.2. | Nonguarantee of Employment | 28 | |||||
|
Section 9.3. | Nonalienation of Benefits | 28 | |||||
|
Section 9.4. | Liability | 28 | |||||
|
Section 9.5. | Participation Agreement | 29 | |||||
|
Section 9.6. | Successors to the Employer | 29 | |||||
|
Section 9.7. | Tax Withholding | 29 |
Exhibit A
|
Participation Agreement | |
|
||
Exhibit B
|
Summary of Actuarial Assumptions for Determining Lump Sum Distributions and Optional Annuity Forms | |
|
||
Exhibit C
|
Summary of Actuarial Assumptions and Methods for Determining Supplemental Executive Retirement Plan Trust Annual Funding Liabilities |
ii
1
2
3
4
5
6
Affiliate
|
subparagraph 2.1(d)(ii)(B) | |
|
||
Dependent Death Benefit
|
subparagraph 7.2(a)(iii) | |
|
||
Lump Sum Death Benefit
|
subparagraph 7.2(a)(i) | |
|
||
Monthly Death Benefit
|
subparagraph 7.2(a)(ii) | |
|
||
Original Payment Date
|
subparagraph 5.4(c) | |
|
||
Person
|
subparagraph 2.1(d)(ii)(A) | |
|
||
SEBP
|
subparagraph 2.1(k) | |
|
||
Specified Employee
|
subparagraph 5.4(c) |
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
ATMOS ENERGY CORPORATION
|
||||
By: | /s/ ROBERT W. BEST | |||
Robert W. Best | ||||
Chairman, President and
Chief Executive Officer |
||||
29
1
2
3
4
5
6
7
8
9
PARTICIPANT |
ATMOS ENERGY CORPORATION
|
||||
By: | |||||
10
(i) | Interest: | The applicable segment rates as defined in Code Section 417(e)(3)(D) for the November preceding the first day of the calendar year in which the lump sum is paid and without regard to the phase-in percentages specified in Code Section 417(e)(3)(D)(iii). | |
(ii) | Mortality: | The applicable mortality table as defined in Code Section 417(e)(3), and amended by the Pension Protection Act. |
(i) | Interest: | 6.0% per year. | |
(ii) | Mortality: | 1983 Unisex Group Annuity Mortality (50% 1983 Group Annuity Mortality for males, 50% 1983 Group Annuity Mortality for females). |
1
Discount Rate |
8%
|
|
|
||
Mortality |
|
|
Prior to Age 62
|
None
|
|
After Age 62
|
Code Section 417(e)(3)
|
|
Applicable Mortality Table*
|
||
|
||
Salary Scale |
0%
|
|
|
||
Benefit Percentage |
60%
|
* | The table prescribed in Rev. Rul. 2001-62, or such other mortality table which in the future may be specified from time to time as the applicable mortality table for purposes of Code Section 417(e)(3). |
(1) | The greater of (A) Participants annual base salary at the date of his termination of employment, or (B) the average of the Participants annual base salary for the highest three (3) calendar years (whether or not consecutive) of the Participants employment with the Employer. | ||
(2) | The greater of (A) the Participants last Performance Award or (B) the average of the highest three (3) Performance Awards (whether or not consecutive). |
1
2
3
4
5
6
7
ATMOS ENERGY CORPORATION
|
||||
By: | /s/ ROBERT W. BEST | |||
Robert W. Best | ||||
Chairman, President and Chief Executive Officer | ||||
/s/ DWALA KUHN | ||||
Corporate Secretary | ||||
8
ATMOS ENERGY CORPORATION
|
||||
By: | /s/ ROBERT W. BEST | |||
Robert W. Best | ||||
Chairman, President and
Chief Executive Officer |
||||
1. | Grant of Shares . |
2. | Legends on Certificates . |
3. | Restrictions on Alienation of Shares . |
4. | Forfeiture of Shares . |
5. | Removal of Restrictions due to Death, Terminations due to Total and Permanent Disability and Retirement, Certain Involuntary Terminations, and Terminations following a Change in Control . |
6. | Custody of Share Certificates . |
2
7. | Adjustment Upon Changes in Stock. |
8. | Removal of Restrictions. |
9. | Stock Withholding Requirement. |
GRANTEE: | ATMOS ENERGY CORPORATION | |||||||
|
||||||||
Signature:
|
By: | |||||||
|
||||||||
|
Robert W. Best | |||||||
Printed Name:
|
Chairman, President and Chief Executive Officer | |||||||
|
3
1. | Grant of Units . |
2. | Restrictions on Alienation of Units . |
3. | Number of Units Awarded . |
Restricted Stock Units | ||||
Performance Level | Cumulative 3-Yr. EPS | Earned | ||
Below Threshold | Less than $______ | 0% | ||
Threshold | $______ | 50% | ||
Target | $______ | 100% | ||
Maximum | $______ | 150% |
4. | Forfeiture of Units . |
5. | Removal of Restrictions due to Death, Terminations due to Total and Permanent Disability and Retirement, Certain Involuntary Terminations, and Terminations following a Change in Control . |
2
6. | Account Credits . |
7. | Adjustment Upon Changes in Stock. |
8. | Removal of Restrictions and Distribution of Common Stock. |
3
9. | Withholding Requirement. |
10. | Modification. |
GRANTEE: | ATMOS ENERGY CORPORATION | |||||||
|
||||||||
Signature:
|
By: | |||||||
|
||||||||
|
Robert W. Best | |||||||
Printed Name:
|
Chairman, President and Chief Executive Officer | |||||||
|
4
2
3
4
5
(a) |
Total shareholder return
|
||
(b) | Return on assets, equity, capital, or investment | ||
(c) | Pre-tax or after-tax profit levels, including: earnings per share; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; net operating profits after tax, and net income | ||
(d) | Cash flow and cash flow return on investment | ||
(e) | Economic value added and economic profit | ||
(f) | Growth in earnings per share | ||
(g) | Levels of operating expense or other expense items as reported on the income statement, including operating and maintenance expense | ||
(h) | Measures of customer satisfaction and customer service as surveyed from time to time, including the relative improvement therein. |
6
7
8
ATMOS ENERGY CORPORATION
|
||||
By: | /s/ ROBERT W. BEST | |||
Robert W. Best | ||||
Chairman of the Board, President
and Chief Executive Officer |
||||
Attest:
|
||||
/s/ DWALA KUHN | ||||
Dwala Kuhn | ||||
Corporate Secretary | ||||
9
Year Ended September 30 | ||||||||||||||||||||
2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
|
||||||||||||||||||||
Income from continuing operations
before provision for income taxes
per statement of income
|
$ | 292,704 | $ | 262,584 | $ | 236,890 | $ | 218,018 | $ | 137,765 | ||||||||||
Add:
|
||||||||||||||||||||
Portion of rents representative of
the interest factor
|
6,882 | 5,560 | 5,581 | 4,307 | 3,571 | |||||||||||||||
Interest on debt & amortization
of debt expense
|
137,922 | 145,236 | 146,607 | 132,658 | 65,437 | |||||||||||||||
Income as adjusted
|
$ | 437,508 | $ | 413,380 | $ | 389,078 | $ | 354,983 | $ | 206,773 | ||||||||||
|
||||||||||||||||||||
Fixed charges:
|
||||||||||||||||||||
Interest on debt & amortization
of debt expense (1)
|
$ | 137,922 | $ | 145,236 | $ | 146,607 | $ | 132,658 | $ | 65,437 | ||||||||||
Capitalized interest (2)
|
2,879 | 3,011 | 3,641 | 2,542 | 1,184 | |||||||||||||||
Rents
|
20,647 | 16,679 | 16,743 | 12,922 | 10,712 | |||||||||||||||
Portion of rents representative of
the interest factor (3)
|
6,882 | 5,560 | 5,581 | 4,307 | 3,571 | |||||||||||||||
Fixed charges (1)+(2)+(3)
|
$ | 147,683 | $ | 153,807 | $ | 155,829 | $ | 139,507 | $ | 70,192 | ||||||||||
|
||||||||||||||||||||
Ratio of earnings to fixed charges
|
2.96 | 2.69 | 2.50 | 2.54 | 2.95 |
State of | Percent of | |||||
Name | Incorporation | Ownership | ||||
|
||||||
ATMOS ENERGY HOLDINGS, INC.
(wholly-owned by Atmos Energy Corporation) |
Delaware | 100 | % | |||
|
||||||
BLUE FLAME INSURANCE SERVICES, LTD
(wholly-owned by Atmos Energy Corporation) |
Bermuda | 100 | % | |||
|
||||||
MISSISSIPPI ENERGIES, INC.
(wholly-owned by Atmos Energy Corporation) |
Mississippi | 100 | % | |||
|
||||||
LEGENDARY LIGHTING, LLC
(50% owned by Mississippi Energies, Inc.) |
Mississippi | 50 | % | |||
|
||||||
UNITARY GH&C PRODUCTS, LLC
(28% owned by Mississippi Energies, Inc.) |
Delaware | 28 | % | |||
|
||||||
ATMOS ENERGY SERVICES, LLC
(a limited liability company) (wholly-owned by Atmos Energy Holdings, Inc.) |
Delaware | 100 | % | |||
|
||||||
EGASCO, LLC
(a limited liability company) (wholly-owned by Atmos Energy Holdings, Inc.) |
Texas | 100 | % | |||
|
||||||
ENERGAS ENERGY SERVICES TRUST
(a business trust) (wholly-owned by Atmos Energy Services, LLC) |
Pennsylvania | 100 | % | |||
|
||||||
ENERMART ENERGY SERVICES TRUST
(a business trust) (wholly-owned by Atmos Energy Holdings, Inc.) |
Pennsylvania | 100 | % | |||
|
||||||
ATMOS ENERGY MARKETING, LLC
(a limited liability company) (wholly-owned by Atmos Energy Holdings, Inc.) |
Delaware | 100 | % | |||
|
||||||
ATMOS POWER SYSTEMS, INC.
(a wholly-owned subsidiary of Atmos Energy Holdings, Inc.) |
Georgia | 100 | % | |||
|
||||||
ATMOS PIPELINE AND STORAGE, LLC
(a limited liability company) (wholly-owned by Atmos Energy Holdings, Inc.) |
Delaware | 100 | % |
State of
Percent of
Name
Incorporation
Ownership
(wholly-owned by Atmos Pipeline and Storage,
LLC)
Delaware
100
%
(wholly-owned by Atmos Pipeline and Storage,
LLC)
Delaware
100
%
(wholly-owned by Atmos Pipeline and Storage,
LLC)
Delaware
100
%
(wholly-owned by Atmos Pipeline and Storage,
LLC)
Louisiana
100
%
(wholly-owned by Atmos Pipeline and Storage,
LLC)
Delaware
100
%
(a limited liability company)
(wholly-owned by Atmos Pipeline and Storage,
LLC)
Delaware
100
%
(wholly-owned by Atmos Gathering Company,
LLC)
Delaware
100
%
(a limited liability company)
(jointly owned by Atmos Gathering Company,
LLC and HNNG Midstream Partners, LLC)
Delaware
70
%
1. | I have reviewed this annual report on Form 10-K of Atmos Energy Corporation; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provided reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors: |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ ROBERT W. BEST | ||||
Robert W. Best | ||||
Chairman of the Board and
Chief Executive Officer |
1. | I have reviewed this annual report on Form 10-K of Atmos Energy Corporation; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provided reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors: |
(a) | All significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ JOHN P. REDDY | ||||
John P. Reddy | ||||
Senior Vice President and
Chief Financial Officer |
/s/ ROBERT W. BEST | ||||
Robert W. Best | ||||
Chairman of the Board and
Chief Executive Officer |
||||
/s/ JOHN P. REDDY | ||||
John P. Reddy | ||||
Senior Vice President and
Chief Financial Officer |
||||