e11vk
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 11-K
FOR ANNUAL REPORTS OF EMPLOYEE
STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO
SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF
1934
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(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31, 2006
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to
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Commission File Number
33-57687
ATMOS ENERGY
CORPORATION
RETIREMENT SAVINGS PLAN AND
TRUST
(Full title of the plan and the
address of the plan, if different from that of the issuer named
below)
ATMOS
ENERGY CORPORATION
Three Lincoln Centre, Suite 1800
5430 LBJ Freeway
Dallas, Texas 75240
(Name
of issuer of the securities held
pursuant to the plan and the
address of its principal executive office)
ATMOS
ENERGY CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
AS OF DECEMBER 31, 2006 AND 2005
AND FOR THE YEAR ENDED DECEMBER 31, 2006
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees of
Atmos Energy Corporation Retirement Savings Plan and Trust
We have audited the accompanying statement of net assets
available for benefits of the Atmos Energy Corporation
Retirement Savings Plan and Trust as of December 31, 2006
and 2005, and the related statement of changes in net assets
available for benefits for the year ended December 31,
2006. These financial statements are the responsibility of the
Plans management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. The Plan is not required to have,
nor were we engaged to perform, an audit of its internal control
over financial reporting. An audit includes consideration of
internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the Plans internal control over
financial reporting. Accordingly, we express no such opinion. An
audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of the Atmos Energy Corporation
Retirement Savings Plan and Trust as of December 31, 2006
and 2005, and the changes in net assets available for benefits
for the year ended December 31, 2006, in conformity with
U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedules to Form 5500, are presented for the
purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information
required by the Department of Labors Rules and Regulations
for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The supplemental schedules are the
responsibility of the Plans management. The supplemental
schedules have been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation
to the financial statements taken as a whole.
/s/ Whitley Penn LLP
Dallas, Texas
June 18, 2007
2
ATMOS
ENERGY CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
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December 31
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2006
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2005
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Assets
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Investments, at fair value:
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Common stock of Atmos Energy
Corporation
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$
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86,569,286
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$
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70,203,274
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Registered Investment Companies:
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T. Rowe Price Balanced Fund
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11,068,614
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9,255,901
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T. Rowe Price Spectrum Income Fund
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6,604,142
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6,206,879
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T. Rowe Price Spectrum Growth Fund
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19,573,285
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8,268,730
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T. Rowe Price Short-Term Bond Fund
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2,803,140
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3,533,257
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T. Rowe Price U.S. Bond Index Fund
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13,810,470
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10,019,371
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T. Rowe Price New Horizons Fund
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11,266,999
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7,881,992
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T. Rowe Price Mid-Cap Value Fund
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12,148,087
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10,732,584
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T. Rowe Price New America Growth
Fund
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6,645,192
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7,036,099
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T. Rowe Price Equity Income Fund
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17,251,359
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14,922,982
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T. Rowe Price Equity Index 500 Fund
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17,411,588
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11,322,312
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T. Rowe Price Growth Stock Fund
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4,739,507
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12,445,007
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Harbor International Fund
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19,581,978
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14,263,958
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T. Rowe Price Retirement 2015 Fund
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9,122
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T. Rowe Price Retirement 2020 Fund
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2,146
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T. Rowe Price Retirement 2030 Fund
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40,740
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T. Rowe Price Retirement 2035 Fund
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9,871
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T. Rowe Price Retirement 2040 Fund
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26,221
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T. Rowe Price Retirement 2045 Fund
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1,277
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T. Rowe Price Retirement Income
Fund
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82,977
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Common/Collective Trust:
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T. Rowe Price Stable Value Fund
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9,729,512
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10,396,192
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Common stock of Entergy Corporation
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151,330
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112,597
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Common stock of Citizens
Communications Company, Class B
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479,526
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442,025
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Common stock of TXU Corporation
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7,506,976
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7,958,222
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Participant loans
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10,516,749
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8,491,898
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Total investments
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258,030,094
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213,493,280
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Receivables:
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Participant contributions
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1,085,686
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540,695
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Company contributions
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562,475
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222,516
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Due from broker
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9,031
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9,121
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Total receivables
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1,657,192
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772,332
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Net assets available for benefits,
at fair value
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259,687,286
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214,265,612
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Adjustment from fair value to
contract value for fully benefit-responsive investment contracts
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83,408
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87,482
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Net assets available for benefits
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$
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259,770,694
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$
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214,353,094
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See accompanying notes
3
ATMOS
ENERGY CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
Year
ended December 31, 2006
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Additions to Net
Assets
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Investment income:
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Net appreciation in fair value of
investments
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$
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28,013,920
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Dividends on common stock
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3,411,391
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Dividends on registered investment
companies
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6,976,516
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Dividends on common/collective
trust
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432,149
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Interest on participant loans
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691,475
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Total investment income
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39,525,451
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Contributions:
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Participants
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13,918,129
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Company
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6,944,398
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Rollovers
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1,226,473
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Total contributions
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22,089,000
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Transfer from Atmos Energy
Corporation Savings Plan for MVG Union Employees
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35,542
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Total additions to net assets
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61,649,993
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Deductions from Net
Assets
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Distributions to participants
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16,071,035
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Administrative expenses
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161,358
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Total deductions from net assets
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16,232,393
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Net increase in net assets
available for benefits
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45,417,600
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Net assets available for benefits
at beginning of year
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214,353,094
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Net assets available for benefits
at end of year
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$
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259,770,694
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See accompanying notes
4
ATMOS
ENERGY CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
December 31,
2006
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1.
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Description
of the Plan
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The following brief description of the Atmos Energy Corporation
Retirement Savings Plan and Trust (the Plan) is provided for
general information only. Participants should refer to the
Summary Plan Description for a more detailed description of the
Plans provisions.
General
The Plan is a trusteed defined contribution retirement benefit
plan offered to eligible employees of Atmos Energy Corporation
(the Company, Atmos or Plan Sponsor). The Plan is to continue
for an indefinite term and may be amended or terminated at any
time by the Board of Directors of Atmos (the Board). The Plan is
administered by the Qualified Retirement Plans and Trusts
Committee (the Committee) which is appointed by the Board. The
Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended (ERISA).
Eligibility
Substantially all employees of the Company (except employees
covered by other agreements, leased employees and any employees
covered by a collective bargaining agreement in which Plan
participation has not been negotiated through good faith
bargaining) (Participants) are eligible to participate in the
Plan as of the first payroll period coincident with or
immediately following the date of hire.
Contributions
Contributions to the Plan include contributions withheld by the
Company on behalf of each Participant in an amount specified by
the Participant pursuant to a salary reduction agreement, as
well as matching and any discretionary Company contributions.
Participants are eligible to receive matching Company
contributions after completing at least one year of service,
effective on the first full pay period following the earlier of
January 1, April 1, July 1 or October 1 after which
one year of service has been completed.
Participants may elect a salary reduction (not to exceed $15,000
in 2006 or $20,000 for those participants age 50 or older),
ranging from a minimum of 1 percent up to a maximum of
65 percent of eligible compensation, as defined by the
Plan, not to exceed the maximum allowed by the Internal Revenue
Service (IRS).
The Company contributes a matching Company contribution, in the
form of Atmos Common Stock, in an amount equal to
100 percent of each Participants salary reduction
contribution, up to a maximum of 4 percent of such
Participants eligible compensation, as defined by the
Plan, for the Plan year. The Companys matching
contribution meets the current IRS Safe Harbor
definition. The Company may revoke or amend any
Participants salary reduction agreement if necessary to
ensure that (1) each Participants additions for any
year will not exceed applicable IRS Code (the Code) limitations
and (2) Company matching contributions will be fully
deductible for federal income tax purposes.
The Plan also provides that a discretionary contribution may be
made at the option of the Board and in an amount determined
annually by the Board. No discretionary contribution was made to
the Plan in 2006.
All contributions to a Participants account are
immediately and fully vested.
The Company also maintains the Atmos Energy Corporation Savings
Plan for MVG Union Employees (the MVG Union Plan). The MVG Union
Plan is a defined contribution benefit plan covering
substantially all union employees in the Companys
Mississippi Division. During 2006, certain participants in the
MVG Union Plan assumed non-union positions in the Company and
were allowed to participate in the Plan. As such, assets
totaling $35,542 relating to those participants were transferred
from the MVG Union Plan into the Plan.
5
ATMOS
ENERGY CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
NOTES TO
FINANCIAL STATEMENTS (Continued)
Investment
Options
The Plan allows Participants salary reduction
contributions to be invested among a variety of registered
investment companies, one common/collective trust and Atmos
Common Stock.
The Stock Purchase Program Fund, consisting of Atmos Common
Stock, is participant directed. All Company matching and
discretionary contributions are directed into this fund.
Contributions made to this fund, both Participant directed and
Company matching and discretionary, are allowed to be
diversified at any time after the contribution is made into one
or more of the other investment options offered by the Plan.
In May 2000, the Company completed the acquisition of the
Missouri natural gas distribution assets of Associated Natural
Gas (ANG) from a subsidiary of Southwestern Energy Corporation.
Employees of ANG who joined the Company were allowed to transfer
into the Plan his or her assets which were held in the
Southwestern Energy Corporation 401(k) Plan (the Southwestern
Plan). To accommodate several ANG employees who held Entergy
Corporation (Entergy) common stock in the Southwestern Plan, an
additional account was established in the Plan to hold the
Entergy stock. This account was established as a frozen account
where funds can be liquidated but no new stock added.
In July 2001, the Company completed the acquisition of the
assets of Louisiana Gas Service Company and LGS Natural Gas
Company (LGS) from Citizens Communications Company, formerly
Citizens Utilities Company. Substantially all employees of LGS
who joined the Company were immediately eligible to participate
in the Plan. Employees of LGS who joined the Company were
allowed to roll over into the Plan their assets which were held
in the Citizens Utilities Company 401(k) Employee Benefit Plan
(the Citizens Plan). To accommodate several LGS employees who
held Citizens Communications Company (Citizens) Class B
common stock in the Citizens Plan, an additional account was
established in the Plan to hold the Citizens stock. This account
was established as a frozen account where funds can be
liquidated but no new stock added.
In October 2004, the Company completed the acquisition of the
natural gas distribution and pipeline operations of TXU Gas
Company (TXU Gas), a subsidiary of TXU Corporation. All
employees of TXU Gas who joined the Company were immediately
eligible to participate in the Plan, as well as maintain their
years of credited service for purposes of matching
contributions. Employees of TXU Gas who joined the Company were
allowed to roll over into the Plan their assets, which were held
in the TXU Thrift Plan and the TXU Cash Balance Retirement Plan
by choosing one of two options. The first option allowed a
participant who did not have a loan to roll over into the Plan
their assets at any time after their employment ended with TXU
Gas. The second option allowed a participant to have the Company
automatically roll over his or her assets, including any
outstanding loan balance, to the Plan. To accommodate those
former TXU Gas employees who held TXU Corporation common stock
in the TXU Thrift Plan and elected the second option, an
additional account was established in the Plan in January 2005
to hold the TXU Corporation common stock. This account was
established as a frozen account where funds can be liquidated
but no new stock added.
Distributions
to Participants
Dividends received on Atmos Common Stock are automatically
reinvested in Atmos Common Stock. However, a Participant may
elect to have his or her dividends paid in cash. This election
may be made at any time during the period beginning on the first
business day on or after the dividend record date and ending at
a time specified by the Committee on the last business day
preceding the dividend payout date. Cash dividends received on
Atmos common stock, in accordance with the Plan, must be
distributed to Participants no later than 90 days after the
Plans year end. Currently, the dividends are distributed
quarterly. Once a Participant elects to receive his or her
dividends in cash, the election will remain in effect until the
election is changed.
A Participant may elect to receive an annual distribution of
Company matching or discretionary contributions made to his or
her account prior to January 1, 1999 and which were
allocated to his or her account at least two years prior to such
election. These annual elections are made as of January 1.
The annual distribution from the Plan is
6
ATMOS
ENERGY CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
NOTES TO
FINANCIAL STATEMENTS (Continued)
normally made in February of the following year. Company
matching or discretionary contributions made after
January 1, 1999 meet the current IRS Safe
Harbor definition and are not eligible for in-service
withdrawal.
In the event of retirement, death, termination due to disability
or termination of employment for another reason, a Participant,
or beneficiary in the event of death, is entitled to withdraw
the entire amount from each of his or her accounts. Withdrawals
from a Participants salary reduction account, as well as
the Company matching and discretionary accounts, are also
allowed upon proof of financial hardship meeting IRS Safe
Harbor definitions or, if elected, subsequent to the
Participant attaining
age 591/2.
Withdrawals from the Stock Purchase Program Fund may be in the
form of Atmos common stock or cash, as determined by the
Committee. However, a Participant has the right to have
withdrawals made in the form of Atmos Common Stock upon written
notice by the Participant.
Loans
to Participants
A Participant may borrow up to the lesser of $50,000 or
50 percent of his or her account balance, with a minimum
loan amount of $1,000. Loans are repaid through payroll
deductions over periods of up to 5 years for general
purpose loans or 15 years for primary residence loans. The
interest rate is the U.S. prime rate plus 2 percent
and is fixed over the life of the loan. A Participant may have a
maximum of two loans outstanding at any one time.
If a Participant has an outstanding loan in force and terminates
his or her employment, the Participant may elect to continue to
pay the loan according to the payment schedule that was set up
at the time the loan was initiated. If this option is elected,
the Participant must also leave his or her account balance in
the Plan. A second option is that the Participant may elect to
have the outstanding loan balance treated as a distribution from
the Plan. A third option is that the Participant may repay the
loan in full prior to his or her termination of employment.
Plan
Termination
While the Company has not expressed any intent to terminate the
Plan, it is free to do so at any time. In the event of the
dissolution, merger, consolidation or reorganization of the
Company, the Plan will terminate and the trust will be
liquidated, unless the Plan is continued by a successor. Upon
such liquidation, all accounts will be distributed to the
Participants.
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2.
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Summary
of Significant Accounting Policies
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Basis
of Presentation
The financial statements of the Plan are prepared on the accrual
basis of accounting. Distributions to participants are recorded
when paid.
Accounting
Principle Change
In 2006, the Plan retroactively adopted Financial Accounting
Standards Board Staff Position AAG INV-1 and
SOP 94-4-1,
Reporting of Fully Benefit-Responsive Investment Contracts
Held by Certain Investment Companies Subject to the AICPA
Investment Company Guide and Defined-Contribution Health and
Welfare and Pension Plans, to present its investment in the
T. Rowe Price Stable Value Fund at fair value with an adjustment
to net assets available for benefits at fair value representing
the difference between the fair value and contract value of the
fully benefit-responsive investment contracts held by the T.
Rowe Price Stable Value Fund. The accounting change had no
impact on the net assets available for benefits.
Use of
Estimates
The preparation of financial statements in conformity with
U.S. generally accepted accounting principles requires
management to make estimates that affect the amounts reported in
the financial statements and accompanying notes. Actual results
could differ from those estimates.
7
ATMOS
ENERGY CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
NOTES TO
FINANCIAL STATEMENTS (Continued)
Investment
Valuation and Income Recognition
Shares of registered investment companies are valued at fair
value based on published market prices which represent the net
asset value of shares held by the Plan at year end. Investments
in common stock are valued at fair value based on quoted market
prices. The fair value of investments in the common/collective
trust is determined periodically by T. Rowe Price
Trust Company (T. Rowe Price) based upon the current fair
value of the underlying assets of the fund based on quoted
market prices. Participant loans are valued at remaining
outstanding balances which approximates fair value.
Purchases and sales of securities are recorded on a trade date
basis. Investment income is recorded on the accrual basis and
dividend income is recorded on the ex-dividend date. Realized
gains and losses from security transactions are reported on the
average historical cost method. Capital gains and losses are
included in interest and dividend income.
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3.
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Administration
of the Plan and Plan Assets
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The Plan is administered by the Committee, consisting of at
least three persons who are appointed by the Board. The members
of the Committee serve at the pleasure of the Board without
compensation. Certain administrative functions are performed by
employees of the Company. No employee of the Company receives
compensation from the Plan.
In accordance with the Plan, the Company has appointed the
Committee as Trustee of the Plan. The Trustee may be removed at
the discretion of the Board. The Trustee shall vote any common
stock held in the trust in accordance with directions received
from the Participants or at its discretion if there are no such
directions. The Plans assets are held by T. Rowe Price,
the custodian and recordkeeper of the Plan.
All administrative expenses of the Plan are paid by the Company
except for processing fees related to loans to participants,
which are paid by the Participant.
The Plan invests in various investment securities. Investment
securities are exposed to various risks such as interest rate,
market and credit risks. Due to the level of risk associated
with certain investment securities, it is at least reasonably
possible that changes in the values of investment securities
will occur in the near term and that such changes could
materially affect Participants account balances and the
amounts reported in the statements of net assets available for
benefits.
8
ATMOS
ENERGY CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
NOTES TO
FINANCIAL STATEMENTS (Continued)
During 2006, the Plans investments (including investments
purchased and sold, as well as held during the year)
appreciated/(depreciated) in fair value as determined by quoted
market prices for common stocks and published market prices for
registered investment companies as follows:
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Atmos Energy Corporation Common
Stock
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$
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15,659,068
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Registered Investment Companies:
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T. Rowe Price Balanced Fund
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762,358
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T. Rowe Price Spectrum Income Fund
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218,556
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T. Rowe Price Spectrum Growth Fund
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1,582,498
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T. Rowe Price Short-Term Bond Fund
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4,957
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T. Rowe Price U.S. Bond Index Fund
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(78,714
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)
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T. Rowe Price New Horizons Fund
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(4,338
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)
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T. Rowe Price Mid-Cap Value Fund
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839,062
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T. Rowe Price New America Growth
Fund
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(71,604
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)
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T. Rowe Price Equity Income Fund
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2,085,439
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T. Rowe Price Equity Index 500 Fund
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1,873,897
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T. Rowe Price Growth Stock Fund
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763,921
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Harbor International Fund
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3,603,290
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T. Rowe Price Retirement 2015 Fund
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(57
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T. Rowe Price Retirement 2030 Fund
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(1,050
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)
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T. Rowe Price Retirement 2035 Fund
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(88
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)
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T. Rowe Price Retirement 2040 Fund
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(475
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)
|
T. Rowe Price Retirement Income
Fund
|
|
|
(998
|
)
|
Entergy Corporation Common Stock
|
|
|
38,801
|
|
Citizens Communications Company
Common Stock
|
|
|
73,158
|
|
TXU Corporation Common Stock
|
|
|
666,239
|
|
|
|
|
|
|
|
|
$
|
28,013,920
|
|
|
|
|
|
|
At December 31, 2006 and 2005 the percentage of the
Plans investments held in the Companys common stock
was 33.6% and 32.9%.
|
|
5.
|
Party-in-Interest
Transactions
|
Certain Plan investments in registered investment companies and
common/collective trusts are managed by T. Rowe Price. T.
Rowe Price is the custodian and recordkeeper; therefore, these
transactions qualify as
party-in-interest
transactions. Additionally, a portion of the Plans assets
are invested in the Atmos Common Stock. Because the Company is
the Plan sponsor, transactions involving the Atmos Common Stock
qualify as
party-in-interest
transactions. All of these
party-in-interest
transactions are exempt from the prohibited transaction rules.
At December 31, 2006 and 2005, the Plan held 2,712,920 and
2,683,611 shares of Atmos Common Stock and received
$3,411,391 in dividends from Atmos Common Stock during 2006.
The Plan has received a determination letter from the IRS dated
November 1, 2002 stating that the Plan is qualified under
Section 401(a) of the Code; therefore, the related trust is
exempt from taxation. Subsequent to this determination by the
IRS, the Plan was amended. Once qualified, the Plan is required
to operate in conformity with the Code to maintain its
qualification. The Internal Revenue Service is currently
conducting a routine examination
9
ATMOS
ENERGY CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
NOTES TO
FINANCIAL STATEMENTS (Continued)
of the 2005 plan year. The Plan administrator believes the Plan
is being operated in compliance with the applicable requirements
of the Code and therefore believes that the Plan, as amended, is
qualified and the related trust is tax-exempt.
|
|
7.
|
Reconciliation
of Financial Statements to Form 5500
|
The following is a reconciliation of net assets available for
benefits per the financial statements to the Form 5500:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2006
|
|
|
2005
|
|
|
Net assets available for benefits
per the financial statements
|
|
$
|
259,770,694
|
|
|
$
|
214,353,094
|
|
Less: Adjustment from contract
value to fair value for fully benefit-responsive investment
contracts
|
|
|
(83,408
|
)
|
|
|
(87,482
|
)
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits
per the Form 5500
|
|
$
|
259,687,286
|
|
|
$
|
214,265,612
|
|
|
|
|
|
|
|
|
|
|
In anticipation of complying with requirements under the Pension
Protection Act of 2006, effective January 1, 2007, the Plan
was amended to include automatic enrollment provisions whereby
newly eligible participants are automatically enrolled in the
Plan at a deferral rate of 4 percent. Additionally, the
eligibility date for matching contributions by the Company was
changed to the first full pay period after the completion of one
year of service.
10
Total
that Constitute Nonexempt Prohibited Transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fully
|
|
|
|
|
Contributions
|
|
Contributions
|
|
Corrected Under
|
Participant Contributions
|
|
Contributions Not
|
|
Corrected Outside
|
|
Pending Correction
|
|
VFCP and PTE
|
Transferred Late to the Plan*
|
|
Corrected
|
|
VFCP*
|
|
in VFCP
|
|
2002-51
|
|
$899
|
|
$
|
|
$899
|
|
$
|
|
$
|
|
|
|
* |
|
Represents 2005 participant contributions that were corrected
during 2006. |
11
ATMOS
ENERGY CORPORATION RETIREMENT SAVINGS PLAN AND TRUST
SCHEDULE H, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
EIN:
75-1743247
PLAN NUMBER: 002
December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c)
|
|
|
|
|
|
|
|
(b)
|
|
Description of Investment
|
|
|
|
|
|
|
|
Identity of Issue,
|
|
Including Maturity Date,
|
|
|
|
(e)
|
|
|
|
Borrower, Lessor
|
|
Rate of Interest, Collateral,
|
|
(d)
|
|
Current
|
|
(a)
|
|
or Similar Party
|
|
Par or Maturity Value
|
|
Cost
|
|
Value
|
|
|
*
|
|
Atmos Energy Corporation
|
|
Common stock;
2,712,920 shares ***
|
|
**
|
|
$
|
86,569,286
|
|
*
|
|
T. Rowe Price Trust Company
|
|
Stable Value Fund
|
|
**
|
|
|
9,729,512
|
|
*
|
|
T. Rowe Price Trust Company
|
|
Balanced Fund
|
|
**
|
|
|
11,068,614
|
|
*
|
|
T. Rowe Price Trust Company
|
|
Spectrum Income Fund
|
|
**
|
|
|
6,604,142
|
|
*
|
|
T. Rowe Price Trust Company
|
|
Spectrum Growth Fund ***
|
|
**
|
|
|
19,573,285
|
|
*
|
|
T. Rowe Price Trust Company
|
|
Short-Term Bond Fund
|
|
**
|
|
|
2,803,140
|
|
*
|
|
T. Rowe Price Trust Company
|
|
U.S. Bond Index Fund ***
|
|
**
|
|
|
13,810,470
|
|
*
|
|
T. Rowe Price Trust Company
|
|
New Horizons Fund
|
|
**
|
|
|
11,266,999
|
|
*
|
|
T. Rowe Price Trust Company
|
|
Mid-Cap Value Fund
|
|
**
|
|
|
12,148,087
|
|
*
|
|
T. Rowe Price Trust Company
|
|
New America Growth Fund
|
|
**
|
|
|
6,645,192
|
|
*
|
|
T. Rowe Price Trust Company
|
|
Equity Income Fund ***
|
|
**
|
|
|
17,251,359
|
|
*
|
|
T. Rowe Price Trust Company
|
|
Equity Index 500 Fund ***
|
|
**
|
|
|
17,411,588
|
|
*
|
|
T. Rowe Price Trust Company
|
|
Growth Stock Fund
|
|
**
|
|
|
4,739,507
|
|
|
|
Harbor Capital Advisors, Inc.
|
|
Harbor International Fund ***
|
|
**
|
|
|
19,581,978
|
|
*
|
|
T. Rowe Price Trust Company
|
|
Retirement 2015 Fund
|
|
**
|
|
|
9,122
|
|
*
|
|
T. Rowe Price Trust Company
|
|
Retirement 2020 Fund
|
|
**
|
|
|
2,146
|
|
*
|
|
T. Rowe Price Trust Company
|
|
Retirement 2030 Fund
|
|
**
|
|
|
40,740
|
|
*
|
|
T. Rowe Price Trust Company
|
|
Retirement 2035 Fund
|
|
**
|
|
|
9,871
|
|
*
|
|
T. Rowe Price Trust Company
|
|
Retirement 2040 Fund
|
|
**
|
|
|
26,221
|
|
*
|
|
T. Rowe Price Trust Company
|
|
Retirement 2045 Fund
|
|
**
|
|
|
1,277
|
|
*
|
|
T. Rowe Price Trust Company
|
|
Retirement Income Fund
|
|
**
|
|
|
82,977
|
|
|
|
Entergy Corporation
|
|
Common stock; 1,639 shares
|
|
**
|
|
|
151,330
|
|
|
|
Citizens Communications
|
|
Common stock, 33,370 shares
|
|
**
|
|
|
479,526
|
|
|
|
TXU Corporation
|
|
Common stock, 138,480 shares
|
|
**
|
|
|
7,506,976
|
|
*
|
|
Participant Loans
|
|
Interest rates from 5.00% to 11.00%
|
|
-0-
|
|
|
10,516,749
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
258,030,094
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Indicates
party-in-interest
to the Plan |
|
** |
|
Cost information in column (d) is not required for
participant-directed investments |
|
*** |
|
Indicates investment that represents 5 percent or more of
the Plans net assets available for benefits |
12
EXHIBITS INDEX
|
|
|
|
|
|
|
|
|
|
|
Page Number or
|
Exhibit
|
|
|
|
Incorporation by
|
Number
|
|
Description
|
|
Reference to
|
|
|
4
|
|
|
Instruments defining rights of
security holders:
|
|
|
|
|
|
|
(a) Atmos Energy Corporation
Retirement Savings Plan and Trust (Amended and Restated
Effective January 1, 2005)
|
|
Exhibit 4(a) to Form 11-K dated
June 27, 2006 (File No. 33-57687)
|
|
|
|
|
(b) Amendment No. One to
the Atmos Energy Corporation Retirement Savings Plan and Trust
(Amended and Restated Effective January 1, 2005)
|
|
|
|
|
|
|
(c) Amendment No. Two to
the Atmos Energy Corporation Retirement Savings Plan and Trust
(Amended and Restated Effective January 1, 2005)
|
|
|
|
23
|
.1
|
|
Consent of Independent Registered
Public Accounting Firm, Whitley Penn LLP
|
|
|
14