Greetings, and welcome to the Atmos Energy Fiscal 2013 Financial Results Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Susan Giles, Vice President, Investor Relations for Atmos Energy Corporation. Thank you, Miss, you may begin.

Thank you, Donna, and good morning, everyone. Thank you, all, for joining us. This call is open to the general public and media, but designed for financial analysts. It is being webcast live over the Internet. We have placed slides on our website that summarize our financial results. We will refer to a few of the slides during this live call and will be happy to take questions on any of them at the end of our prepared remarks. If you would like to access the webcast and slides, please visit our website at atmosenergy.com and click on the Conference Call link. Additionally, we plan to file the company's Form 10-K no later than next week. Our speakers this morning are Kim Cocklin, President and CEO; and Bret Eckert, Senior Vice President and CFO. There are other members of our leadership team here to assist with questions as needed. As we review these financial results and discuss future expectations, please keep in mind that some of our discussions might contain forward-looking statements within the meaning of the Securities Act and the Securities Exchange Act. Please see Slide 29 for more information regarding the risks and uncertainties we consider in making these forward-looking statements, and where to go to get more information on such risks and uncertainties. And now I'd like to turn the call over to Kim Cocklin. Kim?

Thank you, very much, Susan, and good morning, everyone. We certainly appreciate you joining us, and again, your interest in Atmos Energy. Yesterday, we reported exceptional results for fiscal 2013. After excluding the gain on the sale of Georgia and unrealized margins, consolidated net income was $233 million or $2.53 per diluted share. compared to $212 million or $2.31 per share one year ago, a 9.5% increase in adjusted earnings per share year-over-year. As you recall, we did close the sale of our Georgia distribution assets earlier than planned in April of 2013, receiving a $153 million and recording an after-tax gain of $5.3 million or $0.06 per share. However, our operational and financial performance grew more than strong enough to absorb the 6 months of lost income as a result of the sale. Monetizing our non-core distribution assets over the last 2 years has really allowed us to redeploy the cash proceeds into our remaining portfolio of regulated assets, generating much better returns. These investments in safety and reliability were made possible by our constructive partnership with our regulators and customers, who understand and embrace making safety our top priority. We have significantly strengthened our balance sheet and enhanced our financial profile this past year. We amended our revolving credit agreement to extend the term through 2018, and increased our borrowing capacity to $950 million which, coupled with the accordion feature, effectively expands our credit capacity to $1.2 billion. We also terminated Atmos Energy Marketing's $200 million committed facility and replaced it with a $50 million of capacity through 2 1-year facilities, which resulted in lower external credit expense in our nonregulated operations. In January 2013, we issued 30-year unsecured senior notes in the amount of $500 million at a rate of 4.15%. These replaced $250 million of notes,…

Thanks, Kim, and good morning, everyone. If you follow me on Slide 3, reported net income was $243 million or $2.64 per diluted share, compared with $217 million or $2.37 one year ago. As Kim mentioned, we completed the sale for our distribution assets in Georgia this past April. So the corresponding gain of $5.3 million or $0.06 is included in the results for the current year. I'll remind you that last year included the net positive impact of several onetime items totaling $10 million or $0.11 per share. Earnings were $233 million or $2.53 per share in the current year, compared with $212 million or $2.31 per share last year, after excluding net unrealized margins, the gains on the sale and the prior-year onetime items. The execution of our regulatory strategy is driving our financial performance and has improved the stability and predictability of earnings for the enterprise. In fiscal 2013, we completed rate proceedings in our combined regulated operations, resulting in a $122 million annual increase to operating income. As you can see on Slide 5, distribution gross profit increased by $59 million for the year and about $43 million for the quarter compared to the same period one year ago. The increase in both periods was driven from rate increases across all of our divisions, with the largest increases occurring in our Mid-Tex and West Texas jurisdictions. You will recall that rate outcomes in our Texas jurisdiction increased the customer base charge and decreased the commodity charge applied to customer consumption. Therefore, as expected, margins shifted out of the first and second fiscal quarters and into the third and fourth fiscal quarters of 2013. Turning to Slide 6. Our regulated interstate pipeline, Atmos Pipeline-Texas, generated over $21 million of incremental margin during fiscal 2013, with about $7…

Thank you, very much, Bret, for a great report. As you can see, fiscal 2013 was a remarkable year and represented another important chapter in our company's history to deliver increased value to our shareholders. This was our 11th consecutive year in increasing earnings and I believe it's worth noting that this progress continued during critical periods of economic uncertainty and certainly challenging times for our country. We have delivered on our commitment on a sustained basis and this momentum has carried over into fiscal 2014. At September 30, we had rate cases filed and pending for annual operating increases of $44.6 million and have already received approval for annual operating income totaling $12.5 million this year. Increased capital spending and constructive regulatory outcomes are key factors underlying our 2014 guidance of $2.66 to $2.76 per diluted share. Two years ago, we rolled out the parameters of our infrastructure investment growth strategy, which has generated better returns than originally planned, while improving the safety and reliability of our system. There was no sophomore slump for Atmos in fiscal 2013, and we are not backing away from plans to invest in our system. Our expected annual capital spending levels range from $850 million to $950 million through fiscal 2018, and should drive rate base growth. Looking on Slide 25, we do project rate base growth to be between $6.9 billion to $7.1 billion by fiscal 2018. We will continue to execute on our very deliberate rate strategy. This provides a solid platform for continued growth, and we continue to demonstrate to our regulators and customers, our commitment to safety and reliability and keeping our services affordable and competitive. As shown on Slide 27, successful execution of our plan is projected to grow earnings in the 6% to 8% range on an annual basis, which equates to estimated earnings per share of $3.45 to $3.65 by fiscal 2018. So in summary, what is the value proposition for an Atmos shareholder? On a forward P/E basis, we continue to trade at a discount to our peers. Yet, we offer higher-than-expected 5-year total return estimates compared to the peer group. So Atmos Energy is a very unique investment with very focused strategy, a solid financial foundation and a solid track record of creating shareholder value. Earnings have grown consistently and predictably, and we offer a competitive dividend whose growth is now better aligned with our earnings growth. Thank you very much for your time this morning, and we will open up the call for questions. Donna?

[Operator Instructions] Our first question today is coming from Ted Durbin of Goldman Sachs.

A few questions for me -- really mostly on the guidance here. So I just want to understand the $110 million to $130 million of operating income we're looking for in 2014. I think you said you've got $12.5 million done with the Mid-Tex and then, you got sort of $46 million or so filed. I'm just trying to -- can you help or just -- where else we're expecting to get these increases? Because obviously, Mid-Tex is one of your biggest jurisdictions.

Yes. You'll have the Mid-Tex RRM, you'll have the GRIP filing that obviously comes in, Ted, as we get into the early spring. As you run through that and then, the rest of your filings are fairly typical from what we have year-over-year, commensurate with the increased investment.

We got -- Slide 21, if you look at that. I think that identifies most of everything that we're going to anticipate filing.

Got it. And so these increases, these will be filed and sort of accepted, but may not fully hit the earning -- in other words, you've got some carryover from last year's that are coming through into this year's increases. I'm trying to follow the sort of the time frame.

Oh, yes. Yes, you are correct. I mean, the $110 million to $130 million is the annual impact. If you look at the impact that we expected to have in fiscal '14, it's somewhere in the $80 million to $90 million range.

Got it. Okay. You made some comments around O&M, and I was just wondering if you can give us a little bit more on that in terms of the year-over-year decrease, because it did look like the fourth quarter came in pretty high. I'm just kind of, make it, trying to understand all the mechanics there of why we have the year-over-year decrease in '14 versus '13?

Yes, I think a lot of it is related to salary expense. We have higher variable compensation in fiscal '13, as you would expect, with the stronger-than-expected earnings. We did have the new system implementation in the quarter where we did spend collections for a period of time as we go through that implementation. And we've got that turned on across all of the division. And we did have a slight run-up in bad debt expenses in fiscal 2013, that we do not anticipate reoccurring in '14. So that's a piece of it, somewhat offset, obviously, on the depreciation side. But those are really the main drivers from an O&M perspective.

Got it. Okay. And then last one for me. Just you've got this -- you talked about having the need for equity at some point down the road. I'm just wondering if you can give us a sense of the size that you might need and the timing. And then thoughts about how you might actually get that done, if you'd sort of dribble it out or do an overnight or how kind of how are you thinking about that?

Yes. As you would expect, Ted, we're going to continue to be opportunistic in the timing and the nature of meeting our financing plans to fund our rate base growth opportunities, whether or not it's an overnight, whether or not it's a blocked trade, or a dribble or a forward, we'll look at all options available when we get to that point. And I'd direct you to Slide 17, where we've included our 2014 estimate of earnings, as well as average diluted shares. Our financing plans, as I've said, have been reflected in both our 2014 earnings per share guidance as well as our commitment to grow earnings by 6% to 8% annually for 2018. And we don't plan on doing anything from a financing perspective that would impact our ability to deliver on those commitments.

[Operator Instructions] We're showing no further questions at this time. Ms. Giles, I'll turn the floor back over to you for any additional or closing comments.

Great. Thank you, Donna. And I just want to remind everyone that a recording of this call is available for replay on our website through February 4. We appreciate your interest in Atmos Energy. And thank you for joining us this morning. Goodbye.