			2012		2011
			(In thousands)

Unsecured 10% Notes, redeemed December 2011			$	-	$	2,303
Unsecured 5.125% Senior Notes, redeemed August 2012				-		250,000
Unsecured 4.95% Senior Notes, due 2014				500,000		500,000
Unsecured 6.35% Senior Notes, due 2017				250,000		250,000
Unsecured 8.50% Senior Notes, due 2019				450,000		450,000
Unsecured 5.95% Senior Notes, due 2034				200,000		200,000
Unsecured 5.50% Senior Notes, due 2041				400,000		400,000
Medium term notes
	Series A, 1995-1, 6.67%, due 2025			10,000		10,000
Unsecured 6.75% Debentures, due 2028				150,000		150,000
Rental property term notes due in installments through 2013				131		262
		Total long-term debt		1,960,131		2,212,565
Less:
	Original issue discount on unsecured senior
		notes and debentures		(3,695)		(4,014)
	Current maturities			(131)		(2,434)
			$	1,956,305	$	2,206,117

Our unsecured 10% notes were paid on their maturity date on December 31, 2011 and were not replaced. Our Unsecured 5.125% Senior Notes were scheduled to mature in January 2013. On August 28, 2012 we redeemed these notes with proceeds received through the issuance of commercial paper. On September 27, 2012, we entered into a $260 million short-term financing facility that expires February 1, 2013 to repay the commercial paper borrowings utilized to redeem the notes. The short-term facility is expected to be repaid with the proceeds received through the issuance of $350 million 30-year unsecured senior notes, which are expected to be issued in January 2013. In connection with the redemption, we paid a $4.6 million make-whole premium in accordance with the terms of the indenture and the Senior Notes and accrued interest at the time of redemption. In accordance with regulatory requirements, the premium will be deferred and will be recognized over the life of the new unsecured senior notes expected to be issued in January 2013.

Our short-term debt is utilized to fund ongoing working capital needs, such as our seasonal requirements for gas supply, general corporate liquidity and capital expenditures. Our short-term borrowing requirements are affected by the seasonal nature of the natural gas business. Changes in the price of natural gas and the amount of natural gas we need to supply our customers' needs could significantly affect our borrowing requirements. Our short-term borrowings typically reach their highest levels in the winter months.

Prior to the fourth quarter of fiscal 2012, we financed our short-term borrowing requirements through a combination of a $750 million commercial paper program and four committed revolving credit facilities with third-party lenders that provided approximately $985 million of working capital funding. On July 25, 2012, we increased the borrowing capacity of our $10 million revolving credit facility to $14 million. As a result of these changes, we have $989 million of working capital funding at September 30, 2012. At September 30, 2012 and 2011, there was $310.9 million and $206.4 million outstanding under our commercial paper program. As of September 30, 2012 our commercial paper had maturities of approximately two months with interest rates of 0.43 percent. We also use intercompany credit facilities to supplement the funding provided by these third-party committed credit facilities. These facilities are described in greater detail below.

We fund our regulated operations as needed, primarily through our commercial paper program and three committed revolving credit facilities with third-party lenders that provide approximately $789 million of working capital funding. The first facility is a five-year $750 million unsecured facility, expiring May 2016, that bears interest at a base rate or at a LIBOR-based rate for the applicable interest period, plus a spread ranging from zero percent to two percent, based on the Company's credit ratings. This credit facility serves as a backup liquidity facility for our commercial paper program. This facility has an accordion feature which, if utilized, would increase borrowing capacity to $1.0 billion. At September 30, 2012, there were no borrowings under this facility, but we had $310.9 million of commercial paper outstanding leaving $439.1 million available.

The second facility is a $25 million unsecured facility that bears interest at a daily negotiated rate, generally based on the Federal Funds rate plus a variable margin. At September 30, 2012, there were no borrowings outstanding under this facility.

The third facility is a $14 million committed revolving credit facility used primarily to issue letters of credit that bears interest at a LIBOR-based rate plus 1.5 percent. The borrowing capacity of this facility was increased from $10 million on July 25, 2012. At September 30, 2012, there were no borrowings outstanding under this credit facility; however, letters of credit totaling $11.5 million had been issued under the facility at September 30, 2012, which reduced the amount available by a corresponding amount.

The availability of funds under these credit facilities is subject to conditions specified in the respective credit agreements, all of which we currently satisfy. These conditions include our compliance with financial covenants and the continued accuracy of representations and warranties contained in these agreements. We are required by the financial covenants in each of these facilities to maintain, at the end of each fiscal quarter, a ratio of total debt to total capitalization of no greater than 70 percent. At September 30, 2012, our total-debt-to-total-capitalization ratio, as defined, was 54 percent. In addition, both the interest margin over the Eurodollar rate and the fee that we pay on unused amounts under each of these facilities are subject to adjustment depending upon our credit ratings.

In addition to these third-party facilities, our regulated operations have a $500 million intercompany revolving credit facility with AEH. This facility replaced the former $350 million intercompany facility. This facility bears interest at the lower of (i) the Eurodollar rate under the five-year revolving credit facility or (ii) the lowest rate outstanding under the commercial paper program. Applicable state regulatory commissions have approved our use of this facility through December 31, 2012. There was $211.5 million outstanding under this facility at September 30, 2012.

Atmos Energy Marketing, LLC (AEM), which is wholly-owned by AEH, has a three-year $200 million committed revolving credit facility with a syndicate of third-party lenders with an accordion feature that could increase AEM's borrowing capacity to $500 million. The credit facility is primarily used to issue letters of credit and, on a less frequent basis, to borrow funds for gas purchases and other working capital needs.

At AEM's option, borrowings made under the credit facility are based on a base rate or an offshore rate, in each case plus an applicable margin. The base rate is a floating rate equal to the higher of: (a) 0.50 percent per annum above the latest Federal Funds rate; (b) the per annum rate of interest established by BNP Paribas from time to time as its “prime rate” or “base rate” for U.S. dollar loans; (c) an offshore rate (based on LIBOR with a three-month interest period) as in effect from time to time; or (d) the “cost of funds” rate which is the cost of funds as reasonably determined by the administrative agent. The offshore rate is a floating rate equal to the higher of (a) an offshore rate based upon LIBOR for the applicable interest period; or (b) a “cost of funds” rate referred to above. In the case of both base rate and offshore rate loans, the applicable margin ranges from 1.875 percent to 2.25 percent per annum, depending on the excess tangible net worth of AEM, as defined in the credit facility. This facility has swing line loan features, which allow AEM to borrow, on a same day basis, an amount ranging from $6 million to $30 million based on the terms of an election within the agreement. This facility is collateralized by substantially all of the assets of AEM and is guaranteed by AEH.

At September 30, 2012, there were no borrowings outstanding under this credit facility. However, at September 30, 2012, AEM letters of credit totaling $11.5 million had been issued under the facility, which reduced the amount available by a corresponding amount. The amount available under this credit facility is also limited by various covenants, including covenants based on working capital. Under the most restrictive covenant, the amount available to AEM under this credit facility was $138.5 million at September 30, 2012.

AEM is required by the financial covenants in this facility to maintain a ratio of total liabilities to tangible net worth that does not exceed a maximum of 5 to 1. At September 30, 2012, AEM's ratio of total liabilities to tangible net worth, as defined, was 0.74 to 1. Additionally, AEM must maintain minimum levels of net working capital and net worth ranging from $20 million to $40 million. As defined in the financial covenants, at September 30, 2012, AEM's net working capital was $136.2 million and its tangible net worth was $150.8 million.

To supplement borrowings under this facility, AEH had a $350 million intercompany demand credit facility with AEC. This facility was replaced on January 1, 2012 with a $500 million intercompany facility with AEC, which bears interest at a rate equal to the greater of (i) the one-month LIBOR rate plus 3.00 percent or (ii) the rate for AEM's offshore borrowings under its committed credit facility plus 0.75 percent. Applicable state regulatory commissions have approved our use of this facility through December 31, 2012. There were no borrowings outstanding under this facility at September 30, 2012.

We have an effective shelf registration statement with the Securities and Exchange Commission (SEC) that permits us to issue a total of $1.3 billion in common stock and/or debt securities. The shelf registration statement has been approved by all requisite state regulatory commissions. With the closing of the sale of our Missouri, Illinois and Iowa operations on August 1, 2012, there are no longer any restrictions on our ability to issue either debt or equity under the shelf until it expires on March 31, 2013, with $900 million available for issuance at September 30, 2012. We intend to file a new shelf registration statement with the SEC for at least $1.3 billion prior to the expiration of the current shelf.

In addition to the financial covenants described above, our credit facilities and public indentures contain usual and customary covenants for our business, including covenants substantially limiting liens, substantial asset sales and mergers.

Additionally, our public debt indentures relating to our senior notes and debentures, as well as our revolving credit agreements, each contain a default provision that is triggered if outstanding indebtedness arising out of any other credit agreements in amounts ranging from in excess of $15 million to in excess of $100 million becomes due by acceleration or is not paid at maturity.

Further, AEM's credit agreement contains a cross-default provision whereby AEM would be in default if it defaults on other indebtedness, as defined, by at least $250 thousand in the aggregate.

Finally, AEM's credit agreement contains a provision that would limit the amount of credit available if Atmos Energy were downgraded below an S&P rating of BBB and a Moody's rating of Baa2. We have no other triggering events in our debt instruments that are tied to changes in specified credit ratings or stock price, nor have we entered into any transactions that would require us to issue equity, based on our credit rating or other triggering events.

We were in compliance with all of our debt covenants as of September 30, 2012. If we were unable to comply with our debt covenants, we would likely be required to repay our outstanding balances on demand, provide additional collateral or take other corrective actions.

Maturities of long-term debt at September 30, 2012 were as follows (in thousands):