Filed Pursuant to Rule 424(b)(2)
Registration No. 333-139093
CALCULATION OF REGISTRATION FEE
                               
 
  Title of Each Class of     Amount to be     Maximum Aggregate     Amount of  
  Securities to be Registered     Registered     Offering Price     Registration Fee (2)(3)  
 
Common stock (no par value per share)(1)
    6,325,000 shares     $ 199,237,500       $ 21,319    
 
(1)   Includes, with respect to each share of common stock, Rights pursuant to the registrant’s Rights Agreement, dated as of November 12, 1997, as amended, between the registrant and the Rights Agent named therein. Until any triggering event under the Rights Agreement occurs, the Rights trade with, and cannot be separated from, the common stock.
 
(2)   Calculated in accordance with Rule 457(r) under the Securities Act.
 
(3)   The fee has been satisfied by applying, pursuant to Rule 457(p) under the Securities Act, $21,319 of the previously paid filing fee of $278,740 with respect to the initial offering price of securities that were previously registered pursuant to the registrant’s prior registration statement on Form S-3 (SEC File No. 333-118706), initially filed on August 31, 2004, and that have not been sold thereunder, of which $50,873 of the registration fee paid with respect to the prior registration statement remains unused. This “Calculation of Registration Fee” table shall be deemed to update the “Calculation of Registration Fee” table in the registrant’s registration statement on Form S-3ASR (SEC File No. 333-139093).


 
 
PROSPECTUS SUPPLEMENT
(To Prospectus dated December  4, 2006 )
 
5,500,000 Shares
 
ATMOS ENERGY LOGO
Common Stock
 
 
 
 
This is an offering of 5,500,000 shares of the common stock of Atmos Energy Corporation.
 
Our common stock is listed on the New York Stock Exchange under the symbol “ATO.” The last reported sales price of our common stock on December 7, 2006 was $32.07.
 
Investing in our common stock involves risks. See “Risk Factors” beginning on page 1 of
the accompanying prospectus.
 
                 
    Per Share   Total
 
Price to the public
  $ 31.5000     $ 173,250,000  
Underwriting discounts and commissions
  $ 1.1025     $ 6,063,750  
Proceeds to Atmos Energy Corporation (before expenses)
  $ 30.3975     $ 167,186,250  
 
We have granted to the underwriters the option to purchase up to 825,000 additional shares of common stock on the same terms and conditions set forth above if the underwriters sell more than 5,500,000 shares of common stock in this offering.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.
 
Lehman Brothers and Goldman, Sachs & Co., on behalf of the underwriters, expect to deliver the shares on or about December 13, 2006.
 
 
 
 
Joint Book-Running Managers
 
Lehman Brothers Goldman, Sachs & Co.
 
 
 
 
Banc of America Securities LLC  
  JPMorgan  
  Merrill Lynch & Co.  
  SunTrust Robinson Humphrey  
  Wachovia Securities
 
December 7, 2006


(ATMOS ENERGY MAP LOCATION GRAPHIC)


 

 
 
         
    Page
 
  ii
  iii
  iv
  S-1
  S-7
  S-7
  S-8
  S-9
  S-25
  S-30
  S-30
 
PROSPECTUS
Cautionary Statement Regarding Forward-Looking Statements
  ii
Risk Factors
  1
Atmos Energy Corporation
  5
Securities We May Offer
  6
Use of Proceeds
  6
Ratio of Earnings to Fixed Charges
  7
Description of Debt Securities
  7
Description of Common Stock
  17
Plan of Distribution
  20
Legal Matters
  21
Experts
  21
Where You Can Find More Information
  22
Incorporation of Certain Documents by Reference
  22
 
 
You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.


 
IMPORTANT NOTICE ABOUT INFORMATION IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
 
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of the common stock and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, dated December 4, 2006, which gives more general information, some of which does not apply to this offering. To the extent there is a conflict between the information contained in this prospectus supplement, the information contained in the accompanying prospectus or the information contained in any document incorporated by reference herein or therein, the information contained in the most recently dated document shall control.
 
You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not, and the underwriters have not, authorized any other person to provide you with information that is different. If anyone provides you with different or inconsistent information, you should not rely on it. See “Incorporation by Reference” in this prospectus supplement and “Where You Can Find More Information” in the accompanying prospectus.
 
We are offering to sell, and seeking offers to buy, the common stock only in jurisdictions where offers and sales are permitted.
 
The information contained in or incorporated by reference in this document is accurate only as of the date of this prospectus supplement, regardless of the time of delivery of this prospectus supplement or of any sale of common stock.


ii


 
INCORPORATION BY REFERENCE
 
The SEC allows us to “incorporate by reference” information in this prospectus supplement and the accompanying prospectus that we have filed with it. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus, except for any information that is superseded by information that is included directly in this prospectus supplement or the accompanying prospectus.
 
We incorporate by reference in this prospectus supplement and the accompanying prospectus the documents listed below and any future filings we make with the SEC under sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the termination of this offering. These additional documents include periodic reports, such as annual reports on Form 10-K and quarterly reports on Form 10-Q and current reports on Form 8-K (other than information furnished under Items 2.02 and 7.01, which is deemed not to be incorporated by reference in this prospectus supplement or the accompanying prospectus), as well as proxy statements. You should review these filings as they may disclose a change in our business, prospects, financial condition or other affairs after the date of this prospectus supplement. The information that we file later with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and before the termination of this offering will automatically update and supersede previous information included or incorporated by reference in this prospectus supplement and the accompanying prospectus.
 
This prospectus supplement and the accompanying prospectus incorporate by reference the documents listed below that we have filed with the SEC but have not been included or delivered with this document:
 
  •  Our annual report on Form 10-K for the year ended September 30, 2006; and
 
  •  Our current reports on Form 8-K filed with the SEC on October 20, 2006, November 13, 2006 and December 4, 2006.
 
These documents contain important information about us and our financial condition.
 
You may obtain a copy of any of these filings, or any of our future filings, from us without charge by requesting it in writing or by telephone at the following address or telephone number:
 
Atmos Energy Corporation
1800 Three Lincoln Centre
5430 LBJ Freeway
Dallas, Texas 75240
Attention: Susan Kappes Giles
(972) 934-9227


iii


 
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
 
Statements contained or incorporated by reference in this prospectus supplement that are not statements of historical fact are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933. Forward-looking statements are based on management’s beliefs as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future results and are not statements of fact, actual results may differ materially from those stated. Important factors that could cause future results to differ include, but are not limited to:
 
  •  regulatory trends and decisions, including deregulation initiatives and the impact of rate proceedings before various state regulatory commissions;
 
  •  adverse weather conditions, such as warmer-than-normal weather in our utility service territories or colder-than-normal weather that could adversely affect our natural gas marketing activities;
 
  •  the concentration of our distribution, pipeline and storage operations in one state;
 
  •  impact of environmental regulations on our business;
 
  •  market risks beyond our control affecting our risk management activities, including market liquidity, commodity price volatility, increasing interest rates and counterparty creditworthiness;
 
  •  our ability to continue to access the capital markets;
 
  •  effects of inflation;
 
  •  effects of changes in the availability and prices of natural gas, including the volatility of natural gas prices;
 
  •  increased competition from other energy suppliers and alternative forms of energy;
 
  •  increased costs of providing pension and post-retirement health care benefits;
 
  •  the capital-intensive nature of our distribution business;
 
  •  the inherent hazards and risks involved in operating a distribution business;
 
  •  effects of natural disasters or terrorist activities; and
 
  •  other factors discussed in this prospectus and our other filings with the SEC.
 
All of these factors are difficult to predict and many are beyond our control. Accordingly, while we believe 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. When used in our 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. We undertake no obligation to update or revise our forward-looking statements, whether as a result of new information, future events or otherwise.
 
For further factors you should consider, please refer to the “Risk Factors” sections beginning on page 1 of the accompanying prospectus and Sections “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended September 30, 2006. See “Incorporation by Reference.”
 
 
The terms “we,” “our,” “us” and “Atmos” refer to Atmos Energy Corporation and its subsidiaries unless the context suggests otherwise. The term “you” refers to a prospective investor. The abbreviations “Mcf,” “MMcf” and “Bcf” mean thousand cubic feet, million cubic feet and billion cubic feet, respectively. The abbreviation “MMBtu” means million British thermal units.
 
Except as otherwise indicated, all information in this prospectus supplement assumes that the underwriters have not exercised their option to purchase additional shares of common stock.


iv


 
PROSPECTUS SUPPLEMENT SUMMARY
 
You should read the following summary in conjunction with the more detailed information contained elsewhere in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus.
 
Atmos Energy Corporation
 
Atmos Energy Corporation and its subsidiaries are engaged primarily in the natural gas utility business as well as other natural gas nonutility businesses. We are one of the country’s largest natural-gas-only distributors based on number of customers and one of the largest intrastate pipeline operators in Texas based upon miles of pipe. As of September 30, 2006, we distributed natural gas through sales and transportation arrangements to approximately 3.2 million residential, commercial, public authority and industrial customers through our seven regulated utility divisions, which covered service areas in 12 states. Our primary service areas are located in Colorado, Kansas, Kentucky, Louisiana, Mississippi, Tennessee and Texas. We have more limited service areas in Georgia, Illinois, Iowa, Missouri and Virginia. In addition, we transport natural gas for others through our distribution system.
 
Through our nonutility businesses, we primarily provide natural gas management and marketing services to municipalities, other local gas distribution companies and industrial customers in 22 states and natural gas transportation and storage services to some of our utility divisions and to third parties.
 
Our operations are divided into four segments:
 
  •  the utility segment, which includes our regulated natural gas distribution and related sales operations,
 
  •  the natural gas marketing segment, which includes a variety of nonregulated natural gas management services,
 
  •  the pipeline and storage segment, which includes our regulated and nonregulated natural gas transmission and storage services and
 
  •  the other nonutility segment, which includes all of our other nonregulated nonutility operations.
 
Our overall strategy is to:
 
  •  deliver superior shareholder value,
 
  •  improve the quality and consistency of earnings growth, while operating our natural gas utility and nonutility businesses exceptionally well and
 
  •  enhance and strengthen a culture built on our core values.
 
We have experienced over 20 consecutive years of increasing dividends and earnings growth after giving effect to our acquisitions. We have achieved this record of growth while operating our utility operations efficiently by managing our operating and maintenance expenses and leveraging our technology to achieve more efficient operations. In addition, we have focused on regulatory rate proceedings to increase revenue as our costs increase and to mitigate weather-related risks through weather-normalized rates. We have also strengthened our nonutility businesses by increasing gross profit margins, actively pursuing opportunities to increase the amount of storage available to us and expanding commercial opportunities in our pipeline and storage segment.
 
Over the last five years, we have primarily grown through two significant acquisitions, our acquisition in December 2002 of Mississippi Valley Gas Company (MVG) and our acquisition in October 2004 of the natural gas distribution and pipeline operations of TXU Gas Company (TXU Gas). The TXU Gas acquisition doubled our number of utility customers, by adding approximately 1.5 million gas customers to our utility operations in Texas, including the Dallas-Fort Worth metropolitan area and the northern suburbs of Austin. The acquisition


S-1


also added 6,162 miles of gas transmission and gathering lines and five underground storage reservoirs, all within Texas.
 
During the last two fiscal years, we have achieved the following:
 
Integration of TXU Gas.   We completed the integration of the TXU Gas operations during fiscal 2005, incorporating the administrative functions of TXU Gas into our headquarters in Dallas and managing all meter reading, customer billing and call center functions internally.
 
Regulatory Activities.   We pursued rate design changes and, as a result, we now have weather protection for over 90 percent of our residential and commercial customer meters beginning with the 2006-2007 winter heating season. During fiscal 2005, we obtained improved rate design in Mississippi, including improved weather normalization. During fiscal 2006, our Mid-Tex Division received a weather normalization adjustment as a part of a pending rate case and our Louisiana Division obtained a new rate design that will decouple our margins from all customer usage patterns. We were also permitted to implement new rates in our Louisiana Division in fiscal 2006, subject to possible refund, to cover customer losses in Hurricane Katrina-affected parishes and provide for increases in rate base and operating expenses.
 
Completed Growth Projects.   We completed four new pipeline projects during fiscal 2006, the largest of which was a joint venture project to install a 45-mile 30-inch pipeline to serve the northern suburbs of the Dallas-Fort Worth metropolitan area. We believe that this pipeline will help us deliver gas to a growing consumer market while providing increased gas transmission capacity to serve the Texas intrastate wholesale gas market.
 
Recent Developments
 
Results for Fiscal 2006.   In fiscal 2006, we reported net income of $147.7 million, or $1.82 per diluted share, compared to net income of $135.8 million, or $1.72 per diluted share, in fiscal 2005. The nine percent year-over-year increase in net income was primarily attributable to strong financial results in our natural gas marketing segment as it was able to capture higher margins in a volatile natural gas market and the inclusion of unrealized mark-to-market gains. Additionally, pipeline and storage net income increased 16 percent compared with the prior year. These results helped overcome the adverse effects on our utility segment of weather (adjusted for weather normalization) that was 13 percent warmer than normal, the adverse effect of Hurricane Katrina on our Louisiana Division and a non-cash charge to impair certain assets. Our utility operations contributed $53.0 million ($0.65 per diluted share) or 36 percent to fiscal 2006 results, compared with $81.1 million ($1.03 per diluted share) or 60 percent to fiscal 2005 results. Our nonutility operations comprised of our natural gas marketing, pipeline and storage and other nonutility segments, contributed $94.7 million ($1.17 per diluted share) or 64 percent to fiscal 2006 results, compared with $54.7 million ($0.69 per diluted share) or 40 percent to fiscal 2005 results. See “Summary Financial and Operating Data” on page S-4 and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended September 30, 2006, for more information on our results for fiscal 2006 and comparisons to prior period results.
 
Straight Creek Project.   In May 2006, we announced plans to expand our nonutility operations through the construction of a natural gas gathering system in Eastern Kentucky, which we refer to as the Straight Creek Project. We believe that our Straight Creek Project will relieve gas gathering and transportation constraints that have historically burdened natural gas producers in this area of Eastern Kentucky and should also improve delivery reliability to natural gas customers. As currently designed, the Straight Creek Project is expected to cost between $75.0 million and $80.0 million. Construction is expected to begin in the first half of fiscal 2007, with operations expected to begin in fiscal 2008. On October 6, 2006, we announced that the Federal Energy Regulatory Commission (FERC) issued a declaratory order finding that our Straight Creek Project, as currently designed, will be exempt from FERC jurisdiction.
 
Dividend Announcement.   On November 7, 2006, we announced that our Board of Directors declared a quarterly dividend increase on our common stock of approximately 2 percent to $0.32 per share of common


S-2


stock. The dividend will be paid on December 11, 2006, to shareholders of record on November 27, 2006. Individuals who purchase shares of our common stock in this offering will not be entitled to receive this dividend.
 
Five-Year Revolving Credit Agreement.   We have negotiated a $600 million five-year revolving credit agreement with a syndicate of 15 lenders that backstops our commercial paper program. This agreement will replace and contain substantially the same terms as our existing $600 million three-year revolving credit agreement that we entered into in October 2005. We have received regulatory approval for this agreement and expect to enter into it in December 2006.
 
Other Developments
 
At our 2007 annual meeting of shareholders, scheduled for February 7, 2007, we will ask our shareholders to approve an amendment to our 1998 Long-Term Incentive Plan to increase the number of shares of our common stock reserved for issuance under the plan by 2,500,000 shares and to extend the term of the plan for an additional three years. We will also ask our shareholders to approve an extension to the term of our Annual Incentive Plan for Management by an additional five years. Holders of record of our common stock on December 11, 2006, the record date for the meeting, will be entitled to vote at the annual meeting. Therefore, the common stock that we issue in this offering will not be entitled to vote at the 2007 annual meeting.
 
 
Our address is 1800 Three Lincoln Centre, 5430 LBJ Freeway, Dallas, Texas 75240, and our telephone number is (972) 934-9227. Our internet Web site address is www.atmosenergy.com. Information on or connected to our internet Web site is not part of this prospectus supplement or the accompanying prospectus.


S-3


Summary Financial and Operating Data
(in thousands, except per share data)
 
The following table presents summary consolidated and segment financial and operating data of Atmos Energy Corporation for the periods and as of the dates indicated. We derived the summary financial data for the fiscal years ended September 30, 2006, 2005, 2004, 2003 and 2002 from our audited consolidated financial statements. The information is only a summary and does not provide all of the information contained in our financial statements. Therefore, you should read the information presented below in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included in our annual report on Form 10-K for the year ended September 30, 2006, which is incorporated by reference in this prospectus supplement and the accompanying prospectus. Over the periods presented below, we have primarily grown through two significant acquisitions, MVG in December 2002 and TXU Gas in October 2004. As a result, our consolidated financial and operating data presented below include results and data from operations of MVG and TXU Gas from the dates of the acquisitions; therefore, comparisons between periods may not be meaningful.
 
                                         
    Year Ended September 30,  
    2006 (1)     2005 (2)     2004 (3)     2003 (4)     2002  
 
Consolidated Financial Data
                                       
Operating revenues
  $ 6,152,363     $ 4,961,873     $ 2,920,037     $ 2,799,916     $ 1,650,964  
Gross profit
    1,216,570       1,117,637       562,191       534,976       431,140  
Operating expenses
    833,954       768,982       368,496       347,136       275,809  
Operating income
    382,616       348,655       193,695       187,840       155,331  
Interest charges
    146,607       132,658       65,437       63,660       59,174  
Miscellaneous income (expense)
    881       2,021       9,507       2,191       (1,321 )
Income tax expense
    89,153       82,233       51,538       46,910       35,180  
Cumulative effect of accounting change, net of income tax benefit
                      (7,773 )      
                                         
Net income
  $ 147,737     $ 135,785     $ 86,227     $ 71,688     $ 59,656  
Diluted net income per share before cumulative effect of accounting change, net of tax
  $ 1.82     $ 1.72     $ 1.58     $ 1.71     $ 1.45  
Diluted net income per share
  $ 1.82     $ 1.72     $ 1.58     $ 1.54     $ 1.45  
Cash dividends paid per share
  $ 1.26     $ 1.24     $ 1.22     $ 1.20     $ 1.18  
Cash flow from operating activities
  $ 311,449     $ 386,944     $ 270,734     $ 49,451     $ 297,395  
Capital expenditures
  $ 425,324     $ 333,183     $ 190,285     $ 159,439     $ 132,252  
 
                                         
    Year Ended September 30,  
    2006     2005 (2)     2004     2003 (4)     2002  
 
Selected Operating Data
                                       
Utility meters in service, end of year
    3,181,199       3,157,840       1,679,136       1,672,798       1,389,341  
Total utility throughput (MMcf) (5)
    398,993       418,381       260,965       254,671       214,133  
Natural gas marketing sales volumes (MMcf) (5)
    336,516       273,201       265,090       294,785       273,692  
Pipeline transportation volumes (MMcf) (5)
    590,985       563,949       9,395       11,648       12,788  
 


S-4


                                         
    As of September 30,  
    2006     2005     2004     2003     2002  
 
Consolidated Balance Sheet Data
                                       
Net property, plant and equipment (6)
  $ 3,629,156     $ 3,374,367     $ 1,722,521     $ 1,624,394     $ 1,380,070  
Working capital (6)
  $ (1,616 )   $ 151,675     $ 283,310     $ 16,248     $ (139,150 )
Total assets (6)
  $ 5,719,547     $ 5,653,527     $ 2,912,627     $ 2,625,495     $ 2,059,631  
Debt
                                       
Long-term debt (7)
  $ 2,180,362     $ 2,183,104     $ 861,311     $ 862,500     $ 668,959  
Short-term debt (7)
    385,602       148,073       5,908       127,940       167,771  
                                         
Total debt
  $ 2,565,964     $ 2,331,177     $ 867,219     $ 990,440     $ 836,730  
Shareholders’ equity
  $ 1,648,098     $ 1,602,422     $ 1,133,459     $ 857,517     $ 573,235  
 
                                         
    Year Ended September 30,  
    2006     2005     2004     2003     2002 (8)  
 
Segment Operating Income
                                       
Utility
  $   201,894     $   236,365     $    159,890     $   161,134     $   125,506  
Natural gas marketing
    102,235       40,985       27,726       13,569       20,610  
Pipeline and storage
    77,858       70,286       5,293       11,814        
Other nonutility
    392       818       752       1,323       9,215  
Eliminations
    237       201       34              
                                         
Consolidated
  $ 382,616     $ 348,655     $ 193,695     $ 187,840     $ 155,331