Atmos Energy Corporation 2012 Summary Annual Report
AtmoSpirit
The values we live by
Inspire trust.
Be at your best.
Bring out the best in others.
Focus on the future.
Make a difference.
AtmoSpirit
The values we live by
Respected companies measure performance not only by
today’s financials, but also by tomorrow’s opportunities—fueled by employee empowerment and customer
satisfaction. Creating a culture of leadership is nothing new in business. Yet, the culture of AtmoSpirit
belongs to Atmos Energy alone.
AtmoSpirit embodies five principles: Inspire trust. Be at your best. Bring out the best in others. Focus
on the future. Make a difference. All new employees are introduced to these values at two-day AtmoSpirit
workshops, and experienced employees are invited to an AtmoSpirit for Leaders program.
The company’s culture of leadership begins before a candidate is ever offered a job.
“We always recruit people who are highly proficient in their skills. But, we spend much more time
assessing their fit and understanding how they think and behave in certain circumstances before we
make a hiring decision,” said Mike Haefner, Atmos Energy’s senior vice president of human resources.
“Once on the job, we spend time communicating, communicating, communicating,” he said. When
employees understand Atmos Energy’s values and what’s expected of them, they naturally do what they
do best to serve customers, shareholders, co-workers and the communities in which they work and live.
“We also devote a lot of time to developing our leaders as coaches,” Haefner said.
“We have processes for performance planning, personal development and succession planning. Even
more important, our leaders across the enterprise develop their employees to live by the values we impart
in AtmoSpirit. Our leaders treat people as people, not as assets. And that’s why Atmos Energy is a great
place to work.”
“Executive Chairman Bob Best says that our culture is
our foundation and our future. AtmoSpirit sets out the values
that set us apart from all other companies.”
Mike Haefner, senior vice president of human resources
Front Cover Meter Reader Ron Anderson, who works for the Mid-Tex Division in Wichita Falls, Texas, cheers with fellow
employees after he and his teammates complete the “broken squares” game at an AtmoSpirit training session held in the
summer of 2012. Unable to rely on verbal communications, the teammates learn that through cooperation and sharing they
can assemble a puzzle of many unique shapes into six paper squares.
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Our principles
shape a culture
of leadership
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AtmoSpirit is more than a “program” or an “initiative.” It is a unique culture, embracing shared values
among can-do individuals in a workplace that nurtures and rewards leadership.
“At Atmos Energy, we have created a great culture,” said Ralyn Fletcher, the company’s director of
employment and employee relations and chair of its enterprisewide Culture Council. “So, our mission is to
preserve it, protect it and continue to articulate it: Here’s who we are. Here’s what’s important to us. And,
here’s why.”
For Ray Kallas, lead recruitment and staffing, “It’s all about the right attitude. What that means to me
is people who are willing to serve other people.”
Leading by example has been a hallmark of AtmoSpirit since it was launched in 1998. Through
workshops, peer training and ongoing communications, AtmoSpirit
Director Bonnie McElearney has watched the organization’s culture
grow cohesive during her 18 years with the company.
“Employees stay with Atmos Energy because they like working
here,” McElearney said. That sense of satisfaction keeps turnover low
and loyalty high.
There’s no better example of that than Pearl Simon, an executive
assistant for the Kentucky/Mid-States Division in Owensboro, Kentucky,
who was hired in June of 1958.
“I can hardly wait to get to work each day,” Simon said. “And, I’ve
been working here now for more than 54 years.”
“Our philosophy is to recruit, select and hire the
absolute best talent that fits our culture.”
Ray Kallas, Atmos Energy lead recruitment and staffing
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1 Students at Belmont University in Nashville, Tennessee, talk with Mary Tabers (right), senior human resources generalist
in the Kentucky/Mid-States Division, about careers at Atmos Energy. Tabers and the company’s other human resources professionals
look for not only the right skills, but also the right attitudes. 2 AtmoSpirit sessions train employees to build rapport with
others 3 receive coaching and improve listening skills 4 work as teams and be better teammates 5 coach others to improve
performance—even when blindfolded 6 cooperate for everyone’s benefit to achieve common goals 7 understand different working
styles 8 question assumptions and be curious 9 give constructive feedback 10 show genuine appreciation for others.
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Our vigilance
heightens safety
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Through a mix of classroom training, hands-on
experience and peer coaching, Atmos Energy
employees learn to be vigilant about safety.
Much of the training occurs at the company’s
Charles K. Vaughan Center, an advanced
technical training and service facility in Plano,
Texas. The center features multimedia classrooms,
a high-tech gas Flow Lab and a simulated
community, complete with streets and buildings,
named Gas City.
“We blend lectures to give employees the
basics with hands-on exercises to let them prac-
tice what they learned in a safe situation,” said
Kelli Martin, Atmos Energy’s director of technical training.
Yet, as every Atmos Energy employee knows, learning
safe practices is only the beginning. The test is putting those
skills to work every day.
“Our employees study an essential skill called coaching
in the moment,” said Scott Powell, the company’s director of
safety, security and compliance. “It’s not a checkoff box or a
list that we keep. It’s a way of doing business.”
An estimated 2,700 employees have attended this train-
ing, and the company now has more than 130 coaching-in-
the-moment facilitators across the enterprise.
“Coaching in the moment means building a bridge—to
learn from each other,” Powell said.
“We learn to express appreciation to our co-workers when
they do things right, so that we feel comfortable giving each
other constructive feedback if we see how to handle a situation
in a better or safer way.”
Walk the Safety Circle
Arriving to turn on service for a family in
Columbus, Georgia, Senior Service
Technician David Struble set out a safety
cone in front of his company vehicle and
went to work. In the front yard, the parents
were with their son, 4, and daughter, 5,
talking to new neighbors.
“When I finished, I told the parents it
would be a while before the water got
hot,” Struble said. “I said ‘bye’ to the little
girl, picked up my cone and began walk-
ing the Safety Circle around the truck.”
On the passenger side, he found small
feet barely sticking out, “kicking like they
were swimming,” he said.
“The little boy was completely under
the truck and wasn’t making a sound. I
squatted down and asked, ‘What are
you doing, little man?’ He said, ‘My ball
is stuck.’ I helped him get the ball out,
brushed him off and walked him back to
his mom and dad.
“The safety cone and Safety Circle
sticker on the driver’s door of our trucks
remind us to always do a walk-around.”
As Struble drove off, he pondered
the incident. “It made me sick to my stom-
ach. Had I not walked the Safety Circle,
it could have been a catastrophe.”
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1 “We operate in a safe, reliable manner” is one of our most emphasized values. Company employees learn at the Charles K. Vaughan
Center in Plano, Texas, to use personal protective equipment and proper procedures to safeguard each other when entering an under-
ground confined space. 2 At an employee safety meeting, Ed Johnson, Mississippi Division safety manager, reviews techniques for coaching
in the moment, a program to create trust among fellow employees and prevent accidents. 3 Although all employees who operate
company vehicles regularly attend driver’s training, those who operate heavy-duty trucks and equipment receive additional instruction
and practice on the critical skill of backing. 4 Unable to move, a Mississippi Division employee experiences the crushing force that an
excavation cave-in can cause. Trenching, excavating and shoring procedures must be inspected and overseen at all company jobsites by
an employee certified as a Competent Person.
“Coaching in the moment opens doors. Our employees
have the conversations they need to build trust
in each other and to protect everyone on the job.”
Scott Powell, Atmos Energy director of safety, security and compliance
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“You start with the individual and ask, ‘How can that
employee be the very best he or she can be?’”
Bonnie McElearney, AtmoSpirit director
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Our leadership
training empowers
individuals
Oscar Barrera had just graduated from high school when he started work as a construction operator for the
company more than 30 years ago. By the 1990s, he had worked his way up to frontline supervisor. Then,
he heard about Atmos Energy’s educational assistance program and decided to advance his career even further.
“I recognized the opportunity—that I was going to be allowed up to $3,000 a year to go to school. I had
aspirations to become an operations manager, but I was lacking in some areas, especially in understanding finance,”
he said. “That’s what prompted me to broaden my knowledge and earn my college degree.”
Barrera, an operations manager in the West Texas Division, now leads a team of some 60 employees in the
Lubbock service center.
Atmos Energy invests more than $250,000 a year in educational assistance to help about 4 percent of its
employees attend school. It also develops leaders through its internal programs, such as AtmoSpirit for Leaders.
“Having a common culture means that we believe in shared values, not that we’re creating cookie-cutter
people. We seek individuals who can think, who can find the best solutions and who can communicate those
solutions,” explained AtmoSpirit Director Bonnie McElearney. “We believe that all employees can be leaders.
Formal education and leadership training help bring out the best in every employee.”
1 Oscar Barrera (left), who benefited from Atmos Energy’s educational assistance funding to advance to operations manager in the
West Texas Division, reviews plans for a construction project in Lubbock with Operations Supervisor Glen Dwyer. 2 Allen Chandler
(left), a senior instructor at the Charles K. Vaughan Center, draws on his more than 40 years of field experience and expertise in
natural gas measurement to teach employees about Atmos Energy’s equipment and operations. 3 Hundreds of company employees
have been involved in transferring knowledge to other employees, a cornerstone of Atmos Energy’s culture, during two years of
developing information technology for a new Customer Service System. 4 In the Flow Lab at the Charles K. Vaughan Center, employees
practice on some of the most advanced equipment in the industry today as well as the widest range of devices found in natural
gas distribution and pipeline operations.
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Our proactivity
enhances wellness
Atmos Energy employees are quick to weigh
in on the benefits of the company’s health and
wellness initiatives.
“Like most people, I’m concerned about
healthcare costs,” said Michelle Whittle, an
operations manager in the Mississippi Division.
“And, the best thing that we can do to take care
of ourselves is to be proactive, instead of reactive,
about our health.”
For Whittle, a company-sponsored Naturally
Slim® program sparked her proactivity. This
clinical wellness program took her from a size
10 to a size 4 and gave her the stamina and
confidence to become a group fitness instructor
during her off-hours.
She has noticed a change not only in her behavior, she said, but also in the habits of her co-workers.
“As a whole, we didn’t eat very well. Naturally Slim changed our whole philosophy about the way we
eat, whether at company functions or in our personal lives.”
Doug Howey, vice president of human resources for the West Texas Division, agreed.
“We have seen some fantastic improvements,” he said. “Not only are our employees generally more
productive, they also derive more satisfaction from what they do.”
Howey noted that a healthier workforce contributes to the financial wellbeing of the company and
its employees by reducing illness, personal time off and medical bills.
“Healthcare isn’t free; so, all of us need to be engaged,” he said. “It’s about being accountable. And,
that dovetails perfectly into the values we embrace in our culture.”
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“Our employees are taking an active role in being
healthier, because they know they’re not only going to be
more productive, but also happier in their own lives.”
Doug Howey, vice president of human resources, West Texas Division
1 Atmos Energy’s wellness program starts by detecting the signs
of metabolic syndrome, such as an increased waist circumference.
When taken together, these signs may indicate a much higher risk
for heart disease, stroke and diabetes. 2 Ergonomic chairs and
furniture like those in the company’s Gas Control Center in Franklin,
Tennessee, help reduce fatigue and repetitive motion syndrome in
the workplace. 3 Work surfaces at the Gas Control Center can be
adjusted easily from a sitting position to standing height. 4 Employees
have formed company teams, like our North Texas bicycling team, to
improve their fitness. 5 Biometric screenings by medical professionals
help Atmos Energy employees like Senior Service Technician Juan
Lopez know their health risks and make healthy lifestyle choices.
To lower medical insurance costs, the company offers employees
incentives to participate in annual screenings. 6 Michelle Whittle, an
operations manager in the Mississippi Division, became a spin-class
fitness instructor in her off-hours after participating in a company-
sponsored program to improve nutrition and eating habits. More than
half of all employees have participated in the program.
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Our stewardship
strengthens
communities
Atmos Energy employees support charitable programs in hundreds of communities, giving generously
to United Way, building Habitat for Humanity® homes, promoting literacy, tutoring at Adopt-A-
Schools and volunteering for civic projects.
In Dallas, employees have close ties to the public library. “We figured out years ago that the library
was one of the best places for us to help people and to provide information about natural gas safety,”
said Sandra Doyle, director of public affairs for the Mid-Tex Division.
Atmos Energy has underwritten a new bookmobile, a children’s library inside a shopping mall, an
adult literacy program and a global teleconferencing tool called The Discovery Wall. “Students can
take a virtual tour of the Smithsonian Institution or interact with zoos, museums and other interesting
places. They can ask questions of a tour guide, who sees and hears them,” Doyle explained.
In Northeast Texas, division employees collaborated with a regional children’s museum to create an
engaging new exhibit.
“We wanted to demonstrate how natural gas gets from wellheads to houses,” said Samuel Stewart, a
senior service technician who led construction of the “Project Pipeline” exhibit. The hands-on display
teaches safety and creativity as the children use real natural gas piping and fittings to build a pipeline.
Manager of Public Affairs Jeanette Moser recounted a rave review from one employee’s grandchildren:
“After the grand opening, they hugged him tightly and said, ‘Oh, Papa, thank you so much!’”
For many employees, giving continues after retiring. Gary Schlessman, retired president of the
Colorado-Kansas Division, recently took veterans in the Wounded Warrior Project® on an elk hunt.
“Hanging out with these Americans who sacrificed so much for our country was awesome,” he said.
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“We always give back to the people and communities
that give us the opportunity to be successful.”
Gary Schlessman, retired Colorado-Kansas Division president
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1 Senior Service Technician Samuel Stewart of the Mid-Tex Division explains how pipelines safely move natural gas at a hands-on
exhibit that Stewart and fellow employees built at the Northeast Texas Children’s Museum in Commerce, Texas. 2 Ralph Deroche, an
operations supervisor in the Louisiana Division, helps serve lunch at a special Halloween celebration for 200 residents at the Senior
Citizens Center in Lafitte. 3 Our spirit of service touches many groups, but none so tenderly as the elderly; Haviland Hataway, an
operations assistant in the Louisiana Division, shares a smile with an elderly resident. 4 Atmos Energy’s employees—who love to
cook—use large mobile cookers to prepare free meals for hundreds of civic events every year and offer relief to communities struck
by natural disasters. 5 Joe Mark Horn helps with the Texas Youth Livestock Auction, one of many State Fair of Texas events supported
by 150 Atmos Energy volunteers. 6 Wade Sadler, vice president of trading and scheduling for Atmos Energy Holdings in Houston
and its 2012 United Way campaign chair, conducts the campaign’s closing event, “Bucket of Bucks,” which received rousing support
from AEH employees. 7 The Colorado-Kansas Division holds the company record for building the most Habitat for Humanity
homes, thanks to the generous contributions from the Schlessman Family Foundation, led by Atmos Energy’s honorary director,
Lee E. Schlessman, and his son, Gary, who retired in 2012 as the division’s president after 33 years of service.
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Our spirit
of service builds
loyal customers
Serving the public means more than just deliv-
ering safe and reliable service. It also requires
enhancing the customer’s experience at every
point of personal contact.
“Our people have a service mindset,” said
Mike Haefner, Atmos Energy’s senior vice presi-
dent of human resources.
“One of our service technicians recently went
into the home of an elderly, disabled customer
and noticed there was no carbon monoxide
detector. The technician took the initiative to
buy and install one for the customer, with money
from his own pocket and on his own time.
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“Acts of caring by our employees happen all the time,” he said.
Serving the public also involves informing people about natural gas. According to Bill Greer, vice
president of marketing in the Kentucky/Mid-States Division and former chair of the enterprisewide Utility
Marketing Council, educating employees is the first step.
With that goal in mind, the company held it first Natural Gas Week three years ago. During 2012,
the program combined learning modules, live demonstrations, local gas-dealer presentations and lots of
fun to create employee knowledge and enthusiasm about natural gas.
“Our employees are consumers, too. And, if they’re sold on the value of our product, they’re going to
make sure they tell others,” Greer explained. “And, that’s what we want: loyal customers who believe
that natural gas service is as indispensable as their cool smartphones.”
“It’s not enough just to know the story. We’ve got to go out and
tell it. We’ve got to make sure that all our customers, and
prospective customers, too, recognize there is distinctive value in
using natural gas over other sources of energy.”
Bill Greer, vice president of marketing, Kentucky/Mid-States Division, and former chair of the Utility Marketing Council
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1 Bruce Heller, a measurement, instrumentation and control specialist in the Mid-Tex Division, greets children at the Dallas West Branch
Library during the opening of its new adult literacy center sponsored by Atmos Energy. 2 Officials from the City of Dallas, Texas A&M
University–Commerce and the State of Texas visit with Kim Cocklin, Atmos Energy’s president and CEO, during the dedication of the new
adult literacy center. 3 Lisa Yates, an operations assistant in the Kentucky/Mid-States Division in Bowling Green, Kentucky, talks about
protecting the public and preventing damage to pipelines by always calling 811 before digging. 4 Ray Granado, a manager of public
affairs in Dallas for the Mid-Tex Division, hands out backpacks with school supplies at a community event. 5 A Rinnai representative
demonstrates the convenience and constant supply of hot water from a tankless natural gas water heater at the company’s 2012 Natural
Gas Week event in Bowling Green, Kentucky. 6 Ray Kallas, lead recruitment and staffing in Dallas, discusses employment with the company
at the Dallas Mayor’s Job Forum. Atmos Energy actively supports the hiring of people with disabilities, veterans and minorities.
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To our
shareholders
Fiscal 2012 was an exceptional year. We reported our 10th consecutive year of higher annual earnings per
share, and we paid higher annual cash dividends for our 29th consecutive year. Total shareholder return was
15 percent.
The accomplishment of these milestones resulted from the deep dedication and exceptional service provided
by our employees to our stakeholders. Equally important was the continued focus on our top priority—the
delivery of safe and reliable natural gas service to our customers and communities.
Our report this year highlights why Atmos Energy enjoys such a successful—some call it a unique—organi-
zational culture. During nearly three decades of challenges—whether the economy was strong or weak, or the
demand for natural gas was up or down—our employees have created superior shareholder value. We proudly
call our culture AtmoSpirit, the values we live by.
In fiscal 2012, we achieved the following highlights.
> Our regulated operations continued to yield stable
and predictable earnings, driven by a determined
rate and regulatory strategy that created about $31
million of higher annual operating income.
> We invested a record $733 million of capital and
completed the first year of a five-year plan to invest
between $3.7 billion and $3.8 billion in our regulated
infrastructure to improve safety and reliability.
> We completed the sale of our natural gas distribution
assets in Missouri, Illinois and Iowa for approximately
$128 million, making us more geographically
efficient and able to focus on higher-growth areas.
> We entered into an agreement to sell our distribution
assets in Georgia for approximately $141 million
and expect to close the sale in late fiscal 2013.
> Our deferred tax rate changed from the sale of our
distribution assets in Missouri, Illinois and Iowa, and it
resulted in a $13.6 million tax benefit for fiscal 2012.
> We called for early redemption all of our outstanding
5.125 percent senior notes due January 2013 and
made plans to issue new unsecured long-term notes.
> We strengthened our balance sheet by recording a
$5.3 million charge to impair our remaining invest-
ment in two Kentucky gas gathering assets.
> We paid $1.38 per share in annual dividends for fiscal
2012, and the board of directors raised the annual
indicated rate to $1.40 per share for fiscal 2013.
Strategy
Our consolidated earnings come predominantly from
distributing, transporting and storing natural gas
through regulated utility assets in nine states. Our
nonregulated gas marketing and optimization business
complements our regulated operations.
Two of our three segments, natural gas distribution
and regulated transmission and storage, contributed 98
percent of consolidated net income in fiscal 2012. We
expect our regulated operations to continue to provide
more than 90 percent of consolidated net income in
fiscal 2013.
Our plans for growth are to maximize the value of
our regulated assets through internal investments.
Starting in 1986, Atmos Energy pioneered a strategy
of growing by acquiring natural gas distribution prop-
erties. By 2004, the company had completed 10 major
acquisitions, forming an enviable portfolio of valuable
regulated assets.
Today we believe we can create greater shareholder
value by investing in these regulated assets than by
pursuing acquisitions, given our present geographic
size and the high multiples being paid for gas-utility
asset sales.
Essentially, Atmos Energy’s current strategy is to:
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Maximize the regulated earnings capability of our
natural gas distribution and pipeline operations;
Enhance shareholder value by investing in our
regulated assets and growing the rate base of our
regulated operations; and
Complement our regulated operations with selected
and limited-risk nonregulated gas marketing and
energy-optimization services.
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Our plans for growth are to maximize the value of our
regulated assets through internal investments.
Ralyn Fletcher, director of employment and employee relations and chair of the enterprisewide Culture Council,
meets with the senior Management Committee to discuss new council initiatives for the company’s programs.
Financial Results
Our strategy is working well. Earnings per diluted share in
fiscal 2012 increased by 10 cents to $2.37 above the $2.27
earned in fiscal 2011.
Consolidated net income for fiscal 2012 was $216.7
million, compared to $207.6 million in fiscal 2011. Oper-
ating revenues for fiscal 2012 were $3.4 billion.
Capital expenditures increased by $109.9 million, year
over year, to $732.9 million. We invested about 71 percent
of these expenditures in pipeline safety and reliability
improvements.
Our natural gas distribution operations focused on
completing several important ratemaking initiatives. The
positive outcomes from these proceedings help set the
stage for growth in fiscal 2013 and beyond.
Our regulated intrastate transmission and storage
operations, Atmos Pipeline–Texas, benefited from new
rates approved in fiscal 2011 and from filings that took
effect in fiscal years 2011 and 2012 under the Gas Reliability
Infrastructure Program in Texas. GRIP allows statutory
interim rate increases for capital expenditures.
Our nonregulated operations returned to profitability
in fiscal 2012 despite anemic natural gas market conditions.
Lower consolidated gas sales volumes due to warmer
weather and a decline in per-unit margins on gas sales
hampered this segment’s results.
To impair a remaining investment by Atmos Energy
Holdings in two Kentucky natural gas gathering assets,
we recorded a noncash charge of $5.3 million. In fiscal
2011, we had taken an $11.0 million charge that partially
impaired these gathering assets.
We believe these impairments and a heightened focus
on managing risks will help our nonregulated business be
more successful. We will continue to expect no more than
10 percent of our future annual consolidated earnings
from these operations.
During the year, we strengthened our long-term debt
profile. In August 2012, we redeemed $250 million of
5.125 percent senior notes due January 2013.
In January 2013, we plan to issue $350 million of 30-year
unsecured senior notes. The new issuance will extend the
average maturity of our long-term debt from 12 years to
14.5 years. After the issuance, we project that our average
weighted cost of long-term debt will be about 6.2 percent.
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Our rate-design initiatives have made revenues
from our regulated operations more stable, reliable
and predictable.
Operational Developments
We continue to focus on earning as close as possible to
our authorized rates of return by seeking improved rate
designs in our ratemaking jurisdictions. Our rate-design
initiatives have made revenues from our regulated opera-
tions more stable, reliable and predictable through:
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Accelerated recovery on about 75 percent of our natural
gas distribution gross margin;
Weather normalization, which minimizes weather
effects, on about 97 percent of our natural gas distri-
bution gross margin; and
Recovery of the gas portion of bad debts for about 75
percent of our natural gas distribution gross margin.
These favorable regulatory mechanisms help reduce
the regulatory lag we experience as we replace our vintage
cast iron pipe, steel mains and plastic distribution lines.
They also eliminate the need to frequently file and litigate
costly rate cases.
One of our largest capital projects is replacing steel
service lines in our Texas service areas with new poly-
ethylene pipe technology. During the past two years, our
employees along with 350 contract crews have verified,
modified or replaced more than 100,000 steel service lines
in some 40 cities.
In addition to improving safety, we are investing in
projects to help provide excellent customer service.
A major project is our new Customer Service System,
which is now in the testing phase and is expected to begin
service in fiscal 2013. It should modernize our billing,
dispatch and other customer services.
We also are continuing to build an advanced metering
infrastructure by installing wireless radio transmitters
on conventional gas meters. Wireless meter reading
improves billing accuracy and lowers operating and
maintenance costs.
So far, we have installed about 280,000 transmitters
in Louisiana, Texas and Colorado. We expect to add
around 90,000 more during fiscal 2013 in Louisiana,
Texas, Colorado, Mississippi and Tennessee.
In August 2012, we completed the sale of all of our
Missouri, Illinois and Iowa natural gas distribution assets
to Liberty Energy Corp., an affiliate of Algonquin Power
& Utilities Corp., for a cash price of approximately $128
million. The sale reduced the total number of meters we
serve by approximately 3 percent, or 84,000 meters.
We also agreed to sell to Liberty Energy our Georgia
natural gas distribution assets, which have about 64,000
meters, for approximately $141 million. Upon receiving
regulatory approvals, we expect to close the sale in late
fiscal 2013. After the closing, more than 80 percent of our
distribution customers will be located in Texas, Louisiana
and Mississippi.
Our nonregulated operations continued to be affected
by unfavorable natural gas market conditions. Warmer
than normal winter weather and historically high natural
gas storage levels due to strong domestic natural gas
production caused market prices and demand to stay
relatively low throughout fiscal 2012.
Our consolidated nonregulated delivered gas sales
volumes declined by 9 percent in fiscal 2012 to 351.6
billion cubic feet, and per-unit margins fell by 2 cents per
thousand cubic feet due to limited basis spreads.
Despite these challenging conditions and the effect of
the impairment charge, Atmos Energy Holdings returned
to profitability in fiscal 2012. Furthermore, it realigned its
operations to increase efficiency. It remains a strong and
respected regional competitor, retaining its many customers
and winning new ones. Its focus is on lowering risks,
increasing annual sales and improving margins.
Board and Management Changes
In May, Richard A. Sampson was named a member of
our board of directors and of its Audit Committee and
Human Resources Committee. Dick retired in 2012 as
the managing director and adviser in the strategic client
group of JPMorgan Chase & Co. in Denver. He has had an
impressive career counseling large institutional clients
and directing investments for JPMorgan Chase’s defined-
benefit and defined-contribution plans, with more than
$25 billion in plan assets under management. We are
pleased to have a person with his extensive experience and
depth of financial knowledge serving our shareholders.
In accordance with our governance guidelines
concerning mandatory retirement of directors, Charles
K. Vaughan will retire from our board of directors no
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Kim Cocklin, Atmos Energy’s president and CEO, practices one of the key tenets of AtmoSpirit—Be here now!—
by talking at length with hundreds of employees at company meetings.
later than the 2013 annual meeting.
We thank him for his 55 years of
leadership and valuable contributions
and for his service as chairman of the
company from 1983 to 1997 and as
lead director since 2003. More than
any other person, Charles has been
responsible for developing our strategic
Charles K. Vaughan
vision and for laying the foundation for our success. We
are discussing with him how the board and our management
team can continue to draw upon his wisdom and experience
in the future.
Effective December 31, 2012, Lee E. Schlessman
will step down as honorary director from our board of
directors. Lee led Greeley Gas Company, which his father,
Gerald, founded in 1944, until Atmos Energy acquired the
company in 1993 and later renamed it the Colorado-
Kansas Division. He served on the board from 1993 to
Lee E. Schlessman
1998, when he retired and was named
honorary director. Lee has remained
very active in business as president of
Dolo Investment Company and has
been a major benefactor to charitable
causes as chairman of the Schlessman
Family Foundation. We sincerely
appreciate not only his active involve-
ment on our board, but also his dedication to community
development and his civic leadership.
On October 1, 2012, Fred E. Meisenheimer retired as
our senior vice president and chief financial officer. During
his 12 years with the company, Fred was an outstanding
leader and significant contributor. He developed an excep-
tional team, focused on best practices and installed strong
internal controls. Fred’s work gave the board of directors
confidence in the integrity and accuracy of our accounting
information and all of our financial operations.
AT MOS E NE RGY 2012 SUMMARY AN N UAL REPO RT
17
The compelling prospects to modernize our system,
expand our rate base and increase annual earnings make
for a very favorable outlook for Atmos Energy.
Bret J. Eckert, who joined the company as a senior vice
president and a member of the Management Committee
in June 2012, became chief financial officer on October 1.
Bret’s 22 years of experience in the regulated natural gas
distribution industry includes extensive experience with
Securities and Exchange Commission reporting matters
and filings; regulatory accounting and reporting; equity
and debt offerings; mergers, acquisitions and divestitures;
and technical accounting and financial matters. We feel
fortunate to have Bret’s leadership, experience, knowledge
and integrity on our management team.
Also on October 1, 2012, Gary L. Schlessman retired
as president of our Colorado-Kansas Division. Gary started
at Greeley Gas Company in 1979 in service and con-
struction. He worked as a regional manager, marketing
manager and marketing vice president before advancing
to division president in 1993. He has been a tireless leader
and contributor in the many cities and towns the division
serves. We thank him for his long service and many
contributions to our company and industry.
Gary W. Gregory, who had served as president of the
West Texas Division since 2004, became Colorado-Kansas
Division president on October 1, 2012, and David J. Park,
who had been vice president of rates and regulatory affairs
in the Mid-Tex Division, was promoted to president of the
West Texas Division at that time.
Future Growth
We expect to achieve predictable and stable earnings from
our regulated operations. We project investing between
$3.7 billion and $3.8 billion in capital projects during the
fiscal years 2012 through 2016.
Our capital expenditures in fiscal 2013 should range
between $770 million and $790 million. We expect again
to spend more than 70 percent of this total on projects to
modernize and improve the safety and reliability of our
regulated infrastructure.
We forecast that we will deploy about 70 percent of fiscal
2013 expenditures in Texas. Atmos Energy’s extensive Texas
distribution area—the largest in the state—and our major
intrastate pipeline offer many opportunities for expansion
and betterment. Texas also continues to be the country’s
largest producer and consumer of natural gas—a situation
that poses unique and outsize growth prospects. Moreover,
the state’s balanced utility regulatory policies generally allow
recovery of most of our spending within 12 months.
We plan to invest significant amounts to fortify, repair,
replace and replenish portions of our Texas intrastate
natural gas transmission and storage system.
Atmos Pipeline–Texas’ projects for line expansion,
compression and interconnection will add more delivery
capacity for utility customers in underserved areas, secure
long-term gas supplies, such as natural gas associated with
shale oil drilling in the Permian Basin of West Texas as
well as gas production from the Barnett Shale around Fort
Worth, and enhance the safety and reliability of our 5,700-
mile transmission system.
At the start of fiscal 2012, our rate base totaled about
$3.9 billion. By the end of fiscal 2016, we expect it to have
risen to between $5.7 billion and $5.9 billion, growing
during the five-year period at a compound annual rate of
between 8.0 percent and 8.5 percent.
For fiscal 2013, we expect approval of between $90
million and $110 million in additional annual operating
income from rate actions.
The Natural Gas Opportunity
We believe this is an opportune time to invest in our
regulated assets. Investments that expand our rate base
have had minimal effects on our customers’ bills because
lower natural gas fuel costs have essentially offset the costs
of improving our infrastructure.
Natural gas stands today as the best fuel source to meet
the United States’ energy needs well into the 22nd century.
Just imagine what this means: natural gas is domestic,
clean, abundant, reliable, versatile and relatively low cost
energy that the country can rely on for at least a century.
Natural gas offers the ideal fuel choice for housing, industry,
electricity generation and many forms of transportation.
Atmos Energy intends to pursue this opportunity to benefit
our investors, customers and communities.
18
ATMO S ENE RGY 2012 SUMMAR Y AN NUAL REPO RT
Five-Year Capital Expenditures
Dollars in millions
Five-Year Rate Base Growth
Dollars in millions
$900
$600
$300
$0
$6,000
$5,000
$4,000
$3,000
$2,000
$1,000
$0
2012 2013E 2014E 2015E 2016E
2012 2013E 2014E 2015E 2016E
Fiscal 2012 was the first year of our five-year plan to invest
between $3.7 billion and $3.8 billion in our natural gas
distribution and our regulated transmission and storage
operations. The expenditures will modernize and improve
operations and add to safety and reliability.
n Natural Gas Distribution n Regulated Transmission and Storage
We project that the rate base of our regulated operations will
grow to between $5.7 billion and $5.9 billion by the end of
fiscal 2016. This significant increase in our rate base, in turn,
should be the main driver of our consolidated net income.
Although we remain interested in acquisitions, we
no longer consider them our engine for growth. Oppor-
tunities to invest in our core business offer much better
returns than acquisitions can provide.
To fund our increased capital spending, we will rely
on our ample liquidity, strong balance sheet, solid credit
ratings and consistent cash flows to give us flexible
financing options.
At September 30, 2012, we had about $1.0 billion of
total borrowing capacity, which is sufficient to meet our
future needs. Our balance sheet is very strong, with 48
percent equity at year-end. Additionally, we have solid
investment-grade credit ratings from all three major
rating agencies.
We have a very attractive growth strategy. During our
current five-year capital spending program, we expect to
invest sufficiently to grow our rate base at a compound
annual rate of 8.0 percent to 8.5 percent. That should
equate to growth in consolidated earnings by the end of
fiscal 2016 at a compound annual rate of 6 percent to
8 percent. Total annual shareholder return should be
between 10 percent and 12 percent.
The compelling prospects to modernize our system,
expand our rate base and increase annual earnings make
for a very favorable outlook for Atmos Energy. For fiscal
2013, we expect earnings per diluted share, excluding
unrealized margins and any gain on the sale of our Georgia
assets, will increase to between $2.40 and $2.50.
At the Heart of Matters
Executive Chairman Robert W. Best regularly says that a
company, like an individual, is only as strong as its heart.
Atmos Energy’s people represent our heart. Our nearly
4,800 employees deliver excellent service to our more than
3 million customers.
By living our values, by taking to heart AtmoSpirit,
our employees produce exceptional performance, consis-
tently enabling us to reward our shareholders, investors,
communities and employees who all profit from our
dependable and long-term success.
On behalf of the company’s board of directors and
management, I express our heart-felt thanks to the men
and women who serve not just our customers, but also
you, our investors, and all our stakeholders.
Kim R. Cocklin
President and Chief Executive Officer
November 15, 2012
AT MOS E NE RGY 2012 SUMMARY AN N UAL REPO RT
19
20
ATMO S ENE RGY 2012 SUMMAR Y AN NUAL REPO RT
Financial Highlights
Year Ended September 30
Dollars in thousands, except per share data
Operating revenues
Gross profit
Natural gas distribution net income — continuing operations
Natural gas distribution net income — discontinued operations
Regulated transmission and storage net income
Nonregulated net income (loss)
Total
Total assets
Total capitalization*
Net income per share from continuing operations — diluted
Net income per share from discontinued operations — diluted
Net income per share — diluted
Cash dividends per share
Book value per share at end of year
Natural gas distribution throughput — continuing operations (MMcf)
Natural gas distribution throughput — discontinued operations (MMcf)
Consolidated natural gas distribution throughput (MMcf)
Consolidated regulated transmission and storage transportation volumes (MMcf)
Consolidated nonregulated delivered gas sales volumes (MMcf)
Heating degree days†
Degree days as a percentage of normal†
Meters in service at end of year
Return on average shareholders’ equity
Shareholders’ equity as a percentage of total capitalization
(including short-term debt) at end of year
Shareholders of record
Weighted average shares outstanding — diluted (000s)
Total capitalization represents the sum of shareholders’ equity and long-term debt, excluding current maturities.
*
† Heating degree days are adjusted for service areas with weather-normalized operations.
2012
2011
Change
$
$
$
$
$
$
$
$
$
$
$
3,438,483
1,323,739
4,286,435
$
$ 1,300,820
$
$
$
$
$
$
$
$
$
123,848
24,521
63,059
5,289
216,717
7,495,675
4,315,548
2.10
0.27
2.37
1.38
26.14
372,688
18,295
390,983
466,527
351,628
2,692
144,705
18,013
52,415
(7,532)
207,601
7,282,871
4,461,538
2.07
0.20
2.27
1.36
24.98
401,352
22,668
424,020
435,012
384,799
2,733
97%
99%
3,116,589
3,213,191
9.3%
9.1%
(19.8)%
1.8%
(14.4)%
36.1%
20.3%
170.2%
4.4%
2.9%
(3.3)%
1.4%
35.0%
4.4%
1.5%
4.6%
(7.1)%
(19.3)%
(7.8)%
7.2%
(8.6)%
(1.5)%
(2.0)%
(3.0)%
2.2%
48.3%
48.3% —
17,775
91,172
18,680
90,652
(4.8)%
0.6%
Summary Annual Report
The financial information presented in this report about Atmos Energy Corporation is condensed. Our complete financial statements, including notes
as well as management’s discussion and analysis of financial condition and results of operations, are presented in our Annual Report on Form 10-K.
Atmos Energy’s chief executive officer and its chief financial officer have executed all certifications with respect to the financial statements contained
therein and have completed management’s report on internal control over financial reporting, which are required under the Sarbanes-Oxley Act of
2002 and all related rules and regulations of the Securities and Exchange Commission. Investors may request, without charge, our Annual Report on
Form 10-K for the fiscal year ended September 30, 2012, by calling Investor Relations at 972-855-3729 between 8 a.m. and 5 p.m. Central time. Our
Annual Report on Form 10-K also is available on Atmos Energy’s website at www.atmosenergy.com. Additional investor information is presented on
pages 31 and 32 of this report.
At left Employees like McKinley Coleman, a service technician in the Kentucky/Mid-States
Division at Bowling Green, Kentucky, take pride in their communities and in fulfilling their
civic responsibilities, whether by serving on active military duty or by encouraging their fellow
citizens to exercise their right to vote.
AT MOS E NE RGY 2012 SUMMARY AN N UAL REPO RT
21
Atmos Energy at a Glance
Year Ended September 30
Meters in service
Residential
Commercial
Industrial
Public authority and other
Total meters
Heating degree days*
Actual (weighted average)
Percent of normal
Natural gas distribution sales volumes — continuing operations (MMcf)
Residential
Commercial
Industrial
Public authority and other
Total
Natural gas distribution transportation volumes — continuing operations (MMcf)
Total natural gas distribution throughput — continuing operations (MMcf)
Natural gas distribution sales volumes — discontinued operations (MMcf)
Natural gas distribution transportation volumes — discontinued operations (MMcf)
Intersegment activity (MMcf)
Consolidated natural gas distribution throughput (MMcf)
Consolidated regulated transmission and storage transportation volumes (MMcf)
Consolidated nonregulated delivered gas sales volumes (MMcf)
Operating revenues (000s)
Natural gas distribution sales revenues
Residential
Commercial
Industrial
Public authority and other
Total gas distribution sales revenues
Transportation revenues
Other gas revenues
Total natural gas distribution revenues
Regulated transmission and storage revenues
Nonregulated revenues
Total operating revenues (000s)
Other statistics
Gross plant (000s)
Net plant (000s)
Miles of pipe
Employees
* Heating degree days are adjusted for service areas with weather-normalized operations.
2012
2011
2,846,134
258,386
1,891
10,178
3,116,589
2,929,814
270,774
2,069
10,534
3,213,191
2,692
97%
2,733
99%
137,049
82,516
15,673
9,228
244,466
132,595
377,061
11,259
7,036
(4,373)
390,983
466,527
351,628
158,119
89,720
17,289
10,412
275,540
130,266
405,806
14,387
8,281
(4,454)
424,020
435,012
384,799
$
$
$
$
1,351,479
587,651
71,960
54,334
2,065,424
53,924
25,028
2,144,376
92,604
1,201,503
3,438,483
7,134,470
5,475,604
73,875
4,759
$
1,535,887
685,380
96,636
68,676
2,386,579
57,331
25,871
2,469,781
87,141
1,729,513
$ 4,286,435
$
$
6,816,794
5,147,918
76,835
4,949
22
ATMO S ENE RGY 2012 SUMMAR Y AN NUAL REPO RT
Condensed Consolidated Balance Sheets
Year Ended September 30
Dollars in thousands, except per share data
Assets
Property, plant and equipment
Construction in progress
Less accumulated depreciation and amortization
Net property, plant and equipment
Current assets
Cash and cash equivalents
Accounts receivable, less allowance for doubtful accounts of
$9,425 in 2012 and $7,440 in 2011
Gas stored underground
Other current assets
Total current assets
Goodwill and intangible assets
Deferred charges and other assets
Capitalization and Liabilities
Shareholders’ equity
Common stock, no par value (stated at $.005 per share);
200,000,000 shares authorized; issued and outstanding:
2012 – 90,239,900 shares, 2011 – 90,296,482 shares
Additional paid-in capital
Accumulated other comprehensive loss
Retained earnings
Shareholders’ equity
Long-term debt
Total capitalization
Current liabilities
Accounts payable and accrued liabilities
Other current liabilities
Short-term debt
Current maturities of long-term debt
Total current liabilities
Deferred income taxes
Regulatory cost of removal obligation
Deferred credits and other liabilities
2012
2011
$
6,860,358
274,112
7,134,470
1,658,866
5,475,604
$
6,607,552
209,242
6,816,794
1,668,876
5,147,918
64,239
131,419
$
$
234,526
256,415
272,782
827,962
740,847
451,262
7,495,675
451
1,745,467
(47,607)
660,932
2,359,243
1,956,305
4,315,548
215,229
489,665
570,929
131
1,275,954
1,015,083
381,164
507,926
$ 7,495,675
273,303
289,760
316,471
1,010,953
740,207
383,793
7,282,871
451
1,732,935
(48,460)
570,495
2,255,421
2,206,117
4,461,538
291,205
367,563
206,396
2,434
867,598
960,093
428,947
564,695
7,282,871
$
$
$
AT MOS E NE RGY 2012 SUMMARY AN N UAL REPO RT
23
Year Ended September 30
Dollars in thousands, except per share data
Operating revenues
Natural gas distribution segment
Regulated transmission and storage segment
Nonregulated segment
Intersegment eliminations
Purchased gas cost
Natural gas distribution segment
Regulated transmission and storage segment
Nonregulated segment
Intersegment eliminations
Gross profit
Operating expenses
Operation and maintenance
Depreciation and amortization
Taxes, other than income
Asset impairments
Total operating expenses
Operating income
Miscellaneous income (expense), net
Interest charges
Income from continuing operations before income taxes
Income tax expense
Income from continuing operations
Income from discontinued operations, net of tax ($10,066, $12,372 and $9,584)
Gain on sale of discontinued operations, net of tax ($3,519, $0 and $0)
Net income
Basic earnings per share
Income per share from continuing operations
Income per share from discontinued operations
Net income per share — basic
Diluted earnings per share
Income per share from continuing operations
Income per share from discontinued operations
Net income per share — diluted
Weighted average shares outstanding:
Basic
Diluted
Condensed Consolidated Statements of Income
2012
2011
2010
$
$
$
$
$
$
2,145,330
247,351
1,351,303
(305,501)
3,438,483
1,122,587
—
1,296,179
(304,022)
2,114,744
1,323,739
$
2,470,664
219,373
2,024,893
(428,495)
4,286,435
1,452,721
—
1,959,893
(426,999)
2,985,615
1,300,820
$ 2,783,863
203,013
2,146,658
(472,474)
4,661,060
1,785,221
—
2,032,567
(470,864)
3,346,924
1,314,136
453,613
237,525
181,073
5,288
877,499
446,240
(14,644)
141,174
290,422
98,226
192,196
18,172
6,349
216,717
442,965
223,832
177,767
30,270
874,834
425,986
21,184
150,763
296,407
106,819
189,588
18,013
—
207,601
$
2.12
0.27
2.39
2.10
0.27
2.37
$
$
$
$
2.08
0.20
2.28
2.07
0.20
2.27
454,621
208,539
187,143
—
850,303
463,833
(591)
154,188
309,054
119,203
189,851
15,988
—
205,839
2.05
0.17
2.22
2.03
0.17
2.20
$
$
$
$
$
90,150
91,172
90,201
90,652
91,852
92,422
24
ATMO S ENE RGY 2012 SUMMAR Y AN NUAL REPO RT
Condensed Consolidated Statements of Cash Flows
Year Ended September 30
Dollars in thousands
Cash Flows from Operating Activities
Net income
Adjustments to reconcile net income to net cash
provided by operating activities:
Asset impairments
Gain on sale of discontinued operations
Depreciation and amortization:
Charged to depreciation and amortization
Charged to other accounts
Deferred income taxes
Stock-based compensation
Debt financing costs
Other
Changes in assets and liabilities
Net cash provided by operating activities
Cash Flows Used in Investing Activities
Capital expenditures
Proceeds from the sale of discontinued operations
Other, net
Net cash used in investing activities
Cash Flows from Financing Activities
Net increase in short-term debt
Net proceeds from issuance of long-term debt
Settlement of Treasury lock agreements
Unwinding of Treasury lock agreements
Repayment of long-term debt
Cash dividends paid
Repurchase of common stock
Repurchase of equity awards
Issuance of common stock
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
2012
2011
2010
$
216,717
$
207,601
$
205,839
5,288
(9,868)
246,093
484
104,319
19,222
8,147
(493)
(2,992)
586,917
(732,858)
128,223
(4,625)
(609,260)
354,141
—
—
—
(257,034)
(125,796)
(12,535)
(5,219)
1,606
(44,837)
(67,180)
131,419
64,239
$
30,270
—
233,155
228
117,353
11,586
9,438
(961)
(25,826)
582,844
(622,965)
—
(4,421)
(627,386)
83,306
394,466
20,079
27,803
(360,131)
(124,011)
—
(5,299)
7,796
44,009
(533)
131,952
131,419
$
—
—
216,960
173
196,731
12,655
11,908
(1,245)
83,455
726,476
(542,636)
—
(66)
(542,702)
54,268
—
—
—
(131)
(124,287)
(100,450)
(1,191)
8,766
(163,025)
20,749
111,203
131,952
$
AT MOS E NE RGY 2012 SUMMARY AN N UAL REPO RT
25
Report of Independent Registered Public Accounting Firm on Condensed Financial Statements
The Board of Directors and Shareholders of Atmos Energy Corporation
We have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated balance sheets of Atmos Energy Corporation at September 30, 2012 and 2011, and the
related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the
period ended September 30, 2012 (not presented separately herein); and in our report dated November 12, 2012,
we expressed an unqualified opinion on those consolidated financial statements.
In our opinion, the information set forth in the accompanying condensed consolidated financial statements is fairly
stated in all material respects in relation to the consolidated financial statements from which it has been derived.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the effectiveness of Atmos Energy Corporation’s internal control over financial reporting as of
September 30, 2012, based on criteria established in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 12, 2012
(not presented separately herein) expressed an unqualified opinion thereon.
Dallas, Texas
November 12, 2012
26
ATMO S ENE RGY 2012 SUMMAR Y AN NUAL REPO RT
Condensed Financial and Statistical Summary 2008-2012
Year Ended September 30
2012
2011
2010
2009
2008
Balance Sheet Data at September 30 (000s)
Capital expenditures
Net property, plant and equipment
Working capital
Total assets
Shareholders’ equity
Long-term debt, excluding current maturities
Total capitalization
Income Statement Data
Operating revenues (000s)
Gross profit (000s)
Income from continuing operations (000s)
Income from discontinued operations, net of tax (000s)
Net income (000s)
Income per share from continuing operations—diluted
Income per share from discontinued operations—diluted
Net income per diluted share
Common Stock Data
Shares outstanding (000s)
End of year
Weighted average
Cash dividends per share
Shareholders of record
Market price — High
Low
End of year
Book value per share at end of year
Price/Earnings ratio at end of year
Market/Book ratio at end of year
Annualized dividend yield at end of year
Customers and Volumes (as metered)
Consolidated distribution gas sales volumes (MMcf)
Consolidated distribution gas transportation
volumes (MMcf)
Consolidated distribution throughput (MMcf)
Consolidated transmission and storage
transportation volumes (MMcf)
Consolidated nonregulated delivered gas
sales volumes (MMcf)
Meters in service at end of year
Heating degree days*
Degree days as a percentage of normal*
Gas distribution average cost of gas per Mcf sold
Gas distribution average transportation fee per Mcf
Statistics
Return on average shareholders’ equity
Number of employees
Net gas distribution plant per meter
Gas distribution operation and maintenance
expense per meter
Meters per employee—gas distribution
Times interest earned before income taxes
$
$
$
$
$
$
$
$
$
$
$
732,858
5,475,604
(447,992)
7,495,675
2,359,243
1,956,305
4,315,548
3,438,483
1,323,739
192,196
24,521
216,717
2.10
0.27
2.37
90,240
91,172
1.38
17,775
36.94
30.60
35.79
26.14
15.10
1.37
3.9%
$
$
$
$
$
$
$
622,965
5,147,918
143,355
7,282,871
2,255,421
2,206,117
4,461,538
4,286,435
1,300,820
189,588
18,013
207,601
2.07
0.20
2.27
90,296
90,652
1.36
18,680
34.98
28.87
32.45
24.98
14.30
1.30
4.2%
$
$
$
$
$
$
$
542,636
4,793,075
(290,887)
6,763,791
2,178,348
1,809,551
3,987,899
4,661,060
1,314,136
189,851
15,988
205,839
2.03
0.17
2.20
$
509,494
4,439,103
91,519
6,367,083
2,176,761
2,169,400
4,346,161
$ 4,793,248
1,297,682
175,026
15,952
190,978
1.90
0.17
2.07
90,164
92,422
1.34
19,738
30.06
26.41
29.25
24.16
13.30
1.21
4.6%
$
$
$
$
$
92,552
91,620
1.32
20,790
28.80
20.20
28.18
23.52
13.61
1.20
4.7%
$
$
$
$
$
$
$
472,273
4,136,859
78,017
6,386,699
2,052,492
2,119,792
4,172,284
7,039,342
1,275,077
166,696
13,635
180,331
1.84
0.15
1.99
90,815
89,941
1.30
21,756
29.46
25.09
26.62
22.60
13.38
1.18
4.9%
255,725
289,927
322,628
282,117
292,676
135,258
390,983
134,093
424,020
131,547
454,175
126,768
408,885
136,678
429,354
466,527
435,012
428,599
528,689
595,542
351,628
3,116,589
2,692
384,799
3,213,191
2,733
353,853
3,186,040
2,780
370,569
3,178,844
2,713
389,392
3,191,779
2,820
97%
4.64
.43
9.3%
4,759
1,468
118
680
3.27
$
$
$
$
99%
5.30
.46
9.1%
4,949
1,362
111
676
3.13
$
$
$
$
102%
5.77
.46
9.1%
4,913
1,243
114
676
3.09
$
$
$
$
100%
6.95
.46
8.9%
4,891
1,165
116
678
2.82
$
$
$
$
100%
9.05
.43
8.8%
4,750
1,091
122
700
3.06
* Heating degree days are adjusted for service areas with weather-normalized operations.
AT MOS E NE RGY 2012 SUMMARY AN N UAL REPO RT
27
Senior Management Team
Regulated Divisions
Atmos Energy Officers
Robert W. Best
Executive Chairman
of the Board
Kim R. Cocklin
President and
Chief Executive Officer
Bret J. Eckert
Senior Vice President and
Chief Financial Officer
Louis P. Gregory
Senior Vice President,
General Counsel and
Corporate Secretary
Michael E. Haefner
Senior Vice President,
Human Resources
Marvin L. Sweetin
Senior Vice President,
Utility Operations
J. Kevin Akers
President,
Kentucky/Mid-States Division
Richard A. Erskine
President,
Atmos Pipeline–Texas Division
David E. Gates
President,
Mississippi Division
Gary W. Gregory
President,
Colorado-Kansas Division
Tom S. Hawkins, Jr.
President,
Louisiana Division
John A. Paris
President,
Mid-Tex Division
David J. Park
President,
West Texas Division
28
ATMO S ENE RGY 2012 SUMMAR Y AN NUAL REPO RT
J. Kevin Akers
President,
Kentucky/Mid-States Division
Richard A. Erskine
President,
Atmos Pipeline–Texas Division
David E. Gates
President,
Mississippi Division
Gary W. Gregory
President,
Colorado-Kansas Division
Tom S. Hawkins, Jr.
President,
Louisiana Division
John A. Paris
President,
Mid-Tex Division
David J. Park
President,
West Texas Division
Atmos Energy Officers
Nonregulated Operations
Shared Services (continued)
Mark S. Bergeron
President,
Atmos Energy Holdings, Inc.
Shared Services
Verlon R. Aston, Jr.
Vice President,
Governmental and
Public Affairs
Clay C. Cash
Vice President,
Customer Service
Conrad E. Gruber
Vice President,
Strategic Planning
Kenneth M. Malter
Vice President,
Gas Supply and Services
John S. McDill
Vice President,
Pipeline Safety
Edward Pace McDonald IV
Vice President, Tax
Christopher T. Forsythe
Vice President and Controller
Daniel M. Meziere
Vice President and Treasurer
Susan K. Giles
Vice President,
Investor Relations
Richard J. Gius
Vice President and
Chief Information Officer
AT MOS E NE RGY 2012 SUMMARY AN N UAL REPO RT
29
Board of Directors
Robert W. Best
Kim R. Cocklin
Richard W. Douglas
Ruben E. Esquivel
Richard K. Gordon
Executive Chairman
President and
Executive Vice President,
Vice President for
General Partner,
of the Board,
Chief Executive Officer,
Jones Lang LaSalle LLC
Community and Corporate
Juniper Capital LP and
Atmos Energy Corporation
Atmos Energy Corporation
Dallas, Texas
Relations, UT Southwestern
Juniper Energy LP
Dallas, Texas
Dallas, Texas
Board member since 2007
Medical Center
Houston, Texas
Board member since 1997
Board member since 2009
Committees: Human
Dallas, Texas
Board member since 2001
Resources, Nominating and
Board member since 2008
Committees: Human
Corporate Governance,
Committees: Audit,
Resources (Chairman),
Work Session/Annual Meeting
Human Resources
Executive, Nominating and
Corporate Governance
Robert C. Grable
Dr. Thomas C. Meredith
Nancy K. Quinn
Richard A. Sampson
Stephen R. Springer
Partner, Kelly Hart &
President, Effective
Independent Energy
Retired Managing Director
Retired Senior Vice President
Hallman LLP
Fort Worth, Texas
Leadership LLC
Consultant
and Client Adviser,
and General Manager,
Jackson, Mississippi
East Hampton, New York
JPMorgan Chase & Co.
Midstream Division,
Board member since 2009
Board member since 1995
Board member since 2004
Denver, Colorado
The Williams Companies, Inc.
Committees: Audit,
Committees: Work Session/
Committees: Audit (Chair),
Board member since 2012
Fort Myers Beach, Florida
Human Resources
Annual Meeting (Chairman),
Executive, Nominating and
Committees: Audit, Human
Board member since 2005
Executive, Human Resources,
Corporate Governance
Resources
Committee: Work Session/
Nominating and Corporate
Governance
Annual Meeting
Charles K. Vaughan
Richard Ware II
Lee E. Schlessman
Retired Chairman
of the Board,
President, Amarillo
National Bank
Honorary Director
President, Dolo
Atmos Energy Corporation
Amarillo, Texas
Investment Company
Dallas, Texas
Board member since 1994
Denver, Colorado
Board member since 1983
Committees: Nominating
Retired from Board
Lead Director since 2003
and Corporate Governance
in 1998
Committee: Executive
(Chairman), Audit,
(Chairman)
Executive, Work Session/
Annual Meeting
30
ATMO S ENE RGY 2012 SUMMAR Y AN NUAL REPO RT
Corporate Information
Common Stock Listing
New York Stock Exchange. Trading symbol: ATO
Stock Transfer Agent and Registrar
American Stock Transfer & Trust Company, LLC
Operations Center
620115th Avenue
Brooklyn, New York 11219
800-543-3038
To inquire about your Atmos Energy common stock, please call AST at
the telephone number above. You may use the agent’s interactive voice
response system 24 hours a day to learn about transferring stock or to
check your recent account activity, all without the assistance of a
customer service representative. Please have available your Atmos
Energy shareholder account number and your Social Security or federal
taxpayer ID number.
To speak to an AST customer service representative, please call the same
number between 8 a.m. and 7 p.m. Eastern time, Monday through
Thursday, or 8 a.m. to 5 p.m. Eastern time on Friday.
You also may send an email message on our transfer agent’s website
at www.amstock.com. Please refer to Atmos Energy in your email
message and include your Atmos Energy shareholder account number.
Independent Registered Public Accounting Firm
Ernst & Young LLP
One Victory Park
Suite 2000
2323 Victory Avenue
Dallas, Texas 75219
214-969-8000
Form 10-K
Atmos Energy Corporation’s Annual Report on Form 10-K is available at
no charge from Investor Relations, Atmos Energy Corporation, P.O. Box
650205, Dallas, Texas 75265-0205 or by calling 972-855-3729 between
8 a.m. and 5 p.m. Central time. Atmos Energy’s Form 10-K also may be
viewed on Atmos Energy’s website at www.atmosenergy.com.
Annual Meeting of Shareholders
The 2013 Annual Meeting of Shareholders will be held in the Pavilion
Ballroom at the Belo Mansion, 2101 Ross Avenue, Dallas, Texas 75201 on
Wednesday, February 13, 2013, at 9:30 a.m. Central time.
Direct Stock Purchase Plan
Atmos Energy has a Direct Stock Purchase Plan that is available to all
investors. For an Enrollment Application Form and a Plan Prospectus,
please call AST at 800-543-3038. The Prospectus is also available at
www.atmosenergy.com. You may also obtain information by writing to
Investor Relations, Atmos Energy Corporation, P.O. Box 650205, Dallas,
Texas 75265-0205.
This is not an offer to sell, or a solicitation to buy, any securities of Atmos
Energy Corporation. Shares of Atmos Energy common stock purchased
through the Direct Stock Purchase Plan will be offered only by Prospectus.
Atmos Energy on the Internet
Information about Atmos Energy is available on the Internet at www.
atmosenergy.com. Our website includes news releases, current and
historical financial reports, other investor data, corporate governance
documents, management biographies, customer information and facts
about Atmos Energy’s operations.
Atmos Energy Corporation Contacts
To contact Atmos Energy’s Investor Relations, call 972-855-3729
between 8 a.m. and 5 p.m. Central time or send an email message to
InvestorRelations@atmosenergy.com.
Securities analysts and investment managers, please contact:
Susan K. Giles
Vice President, Investor Relations
972-855-3729 (voice) 972-855-3040 (fax)
InvestorRelations@atmosenergy.com
AT MOS E NE RGY 2012 SUMMARY AN N UAL REPO RT
31
Forward-looking Statements
The matters discussed or incorporated by reference in this Summary Annual Report may contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements other than statements of historical fact included in this report are forward-
looking statements made in good faith by the Company and are intended to qualify for the safe harbor from
liability established by the Private Securities Litigation Reform Act of 1995. When used in this report or any
other of the Company’s documents or oral presentations, the words “anticipate,” “believe,” “estimate,” “expect,”
“forecast,” “goal,” “intend,” “objective,” “plan,” “projection,” “seek,” “strategy” or similar words are intended to
identify forward-looking statements. Such forward-looking statements are subject to risks and uncertainties that
could cause actual results to differ materially from those discussed in this report. These risks and uncertainties
are discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012.
Although the Company believes these forward-looking statements to be reasonable, there can be no assurance
that they will approximate actual experience or that the expectations derived from them will be realized. Further,
the Company undertakes no obligation to update or revise any of its forward-looking statements, whether as a
result of new information, future events or otherwise.
Other Information
You can view this Summary Annual Report, our Annual Report on Form 10-K and other financial documents for
fiscal 2012 and previous years at www.atmosenergy.com.
If you are a shareholder who would like to receive our Summary Annual Report and other company documents
electronically in the future, please sign up for electronic distribution. It’s convenient and easy, and it saves the
costs to produce and distribute these materials.
To receive these documents over the Internet next year, please visit www.amstock.com and access your account
to give your consent. Please remember that accessing our Summary Annual Report and other company documents
over the Internet may result in charges to you from your Internet service provider or telephone company.
Inside Back Cover Tim Harper (center), a Mid-Tex Division crew leader in Dallas, leads Atmos Energy’s
North Texas bicycling team, which works out to improve fitness and rides in major races across the state to
raise money for charitable causes.
Back Cover Bonnie McElearney, AtmoSpirit director, has been a significant contributor to the company’s
goal of instilling consistent cultural values that help develop employees and serve stakeholders.
© 2012 Atmos Energy Corporation. All rights reserved.
Atmos Energy® is a registered trademark of Atmos Energy Corporation.
Naturally Slim®,Habitat for Humanity®, and Wounded Warrior Project® are registered trademarks of their respective owners.
32
ATMO S ENE RGY 2012 SUMMAR Y AN NUAL REPO RT
Atmos Energy Corporation
P.O. Box 650205
Dallas, Texas 75265-0205
atmosenergy.com