We have both funded and unfunded noncontributory defined benefit plans that together cover substantially all of our employees. We also maintain post-retirement plans that provide health care benefits to retired employees. Finally, we sponsor defined contribution plans that cover substantially all employees. These plans are discussed in further detail below.

As a rate regulated entity, we generally recover our pension costs in our rates over a period of up to 15 years. The amounts that have not yet been recognized in net periodic pension cost that have been recorded as regulatory assets are as follows:

				Supplemental
		Defined		Executive
		Benefits		Retirement		Postretirement
		Plans		Plans		Plans		Total
		(In thousands)
September 30, 2012
	Unrecognized transition obligation	$	-	$	-	$	1,709	$	1,709
	Unrecognized prior service cost		(232)		-		(7,411)		(7,643)
	Unrecognized actuarial loss		187,050		43,995		63,402		294,447
		$	186,818	$	43,995	$	57,700	$	288,513

September 30, 2011
	Unrecognized transition obligation	$	-	$	-	$	3,220	$	3,220
	Unrecognized prior service cost		(373)		-		(8,861)		(9,234)
	Unrecognized actuarial loss		182,486		30,654		47,540		260,680
		$	182,113	$	30,654	$	41,899	$	254,666

As of September 30, 2012, we maintained two defined benefit plans: the Atmos Energy Corporation Pension Account Plan (the Plan) and the Atmos Energy Corporation Retirement Plan for Mississippi Valley Gas Union Employees (the Union Plan) (collectively referred to as the Plans). The assets of the Plans are held within the Atmos Energy Corporation Master Retirement Trust (the Master Trust).

The Plan is a cash balance pension plan that was established effective January 1999 and covers substantially all employees of Atmos Energy's regulated operations. Opening account balances were established for participants as of January 1999 equal to the present value of their respective accrued benefits under the pension plans which were previously in effect as of December 31, 1998. The Plan credits an allocation to each participant's account at the end of each year according to a formula based on the participant's age, service and total pay (excluding incentive pay).

The Plan also provides for an additional annual allocation based upon a participant's age as of January 1, 1999 for those participants who were participants in the prior pension plans. The Plan credited this additional allocation each year through December 31, 2008. In addition, at the end of each year, a participant's account is credited with interest on the employee's prior year account balance. A special grandfather benefit also applied through December 31, 2008, for participants who were at least age 50 as of January 1, 1999 and who were participants in one of the prior plans on December 31, 1998. Participants are fully vested in their account balances after three years of service and may choose to receive their account balances as a lump sum or an annuity. In August 2010, the Board of Directors of Atmos Energy approved a proposal to close the Plan to new participants effective October 1, 2010. Additionally, employees participating in the Plan as of October 1, 2010 were allowed to make a one-time election to migrate from the Plan into our defined contribution plan which was enhanced, effective January 1, 2011.

The Union Plan is a defined benefit plan that covers substantially all full-time union employees in our Mississippi Division. Under this plan, benefits are based upon years of benefit service and average final earnings. Participants vest in the plan after five years and will receive their benefit in an annuity.

Generally, our funding policy is to contribute annually an amount in accordance with the requirements of the Employee Retirement Income Security Act of 1974, including the funding requirements under the Pension Protection Act of 2006 (PPA). However, additional voluntary contributions are made from time to time as considered necessary. Contributions are intended to provide not only for benefits attributed to service to date but also for those expected to be earned in the future.

During fiscal 2012 and 2011, we contributed $46.5 million and $0.9 million in cash to the Plans to achieve a desired level of funding while maximizing the tax deductibility of this payment. In fiscal 2010, we did not make any contributions to our pension plans. Based upon market conditions subsequent to September 30, 2012, the current funded position of the plans and the new funding requirements under the PPA, we anticipate contributing between $30 million and $40 million to the Plans in fiscal 2013. Further, we will consider whether an additional voluntary contribution is prudent to maintain certain PPA funding thresholds.

We manage the Master Trust's assets with the objective of achieving a rate of return net of inflation of approximately four percent per year. We make investment decisions and evaluate performance on a medium-term horizon of at least three to five years. We also consider our current financial status when making recommendations and decisions regarding the Master Trust's assets. Finally, we strive to ensure the Master Trust's assets are appropriately invested to maintain an acceptable level of risk and meet the Master Trust's long-term asset investment policy adopted by the Board of Directors.

To achieve these objectives, we invest the Master Trust's assets in equity securities, fixed income securities, interests in commingled pension trust funds, other investment assets and cash and cash equivalents. Investments in equity securities are diversified among the market's various subsectors in an effort to diversify risk and maximize returns. Fixed income securities are invested in investment grade securities. Cash equivalents are invested in securities that either are short term (less than 180 days) or readily convertible to cash with modest risk.

The following table presents asset allocation information for the Master Trust as of September 30, 2012 and 2011.

						Actual Allocation
	Targeted					September 30
Security Class	Allocation Range					2012		2011

Domestic equities	35	%	-	55	%	42.6	%	40.4	%
International equities	10	%	-	20	%	13.9	%	13.6	%
Fixed income	10	%	-	30	%	18.6	%	21.3	%
Company stock	5	%	-	15	%	12.0	%	13.5	%
Other assets	5	%	-	15	%	12.9	%	11.2	%

At September 30, 2012 and 2011, the Plan held 1,169,700 shares of our common stock, which represented 12.0 percent and 13.5 percent of total Master Trust assets. These shares generated dividend income for the Plan of approximately $1.6 million and $1.6 million during fiscal 2012 and 2011.

Our employee pension plan expenses and liabilities are determined on an actuarial basis and are affected by numerous assumptions and estimates including the market value of plan assets, estimates of the expected return on plan assets and assumed discount rates and demographic data. We review the estimates and assumptions underlying our employee pension plans annually based upon a September 30 measurement date. The development of our assumptions is fully described in our significant accounting policies in Note 2. The actuarial assumptions used to determine the pension liability for the Plans were determined as of September 30, 2012 and 2011 and the actuarial assumptions used to determine the net periodic pension cost for the Plans were determined as of September 30, 2011, 2010 and 2009. These assumptions are presented in the following table:

	Pension Liability				Pension Cost
	2012		2011		2012		2011		2010

Discount rate	4.04	%	5.05	%	5.05	%	5.39	%⁽¹⁾	5.52	%
Rate of compensation increase	3.50	%	3.50	%	3.50	%	4.00	%	4.00	%
Expected return on plan assets	7.75	%	7.75	%	7.75	%	8.25	%	8.25	%

The following table presents the Plans' accumulated benefit obligation, projected benefit obligation and funded status as of September 30, 2012 and 2011:

		2012		2011
		(In thousands)

Accumulated benefit obligation		$	468,440	$	414,489

Change in projected benefit obligation:
	Benefit obligation at beginning of year	$	429,432	$	407,536
	Service cost		15,084		14,384
	Interest cost		21,568		22,264
	Actuarial loss		46,197		12,944
	Benefits paid		(24,553)		(27,534)
	Divestitures		(7,697)		-
	Curtailments		-		(162)
	Benefit obligation at end of year		480,031		429,432

Change in plan assets:
	Fair value of plan assets at beginning of year		280,204		301,708
	Actual return on plan assets		48,656		5,154
	Employer contributions		46,534		876
	Benefits paid		(24,553)		(27,534)
	Divestitures		(7,697)		-
	Fair value of plan assets at end of year		343,144		280,204

Reconciliation:
Funded status			(136,887)		(149,228)
Unrecognized prior service cost			-		-
Unrecognized net loss			-		-
Net amount recognized		$	(136,887)	$	(149,228)

Net periodic pension cost for the Plans for fiscal 2012, 2011 and 2010 is recorded as operating expense and included the following components:

			Fiscal Year Ended September 30
			2012		2011		2010
				(In thousands)
Components of net periodic pension cost:
	Service cost		$	15,084	$	14,384	$	13,499
	Interest cost			21,568		22,264		20,870
	Expected return on assets			(21,474)		(24,817)		(25,280)
	Amortization of prior service cost			(141)		(429)		(960)
	Recognized actuarial loss			14,451		9,498		9,290
	Curtailment gain			-		(40)		-
		Net periodic pension cost	$	29,488	$	20,860	$	17,419

The following table sets forth by level, within the fair value hierarchy, the Master Trust's assets at fair value as of September 30, 2012 and 2011. As required by authoritative accounting literature, assets are categorized in their entirety based on the lowest level of input that is significant to the fair value measurement. The methods used to determine fair value for the assets held by the Master Trust are fully described in Note 2. Assets at September 30, 2012 include $7.7 million that will be transferred to the purchaser of our Missouri, Illinois and Iowa operations during the first quarter of fiscal 2013. In addition to the assets shown below, the Master Trust had net accounts receivable of $0.5 million and $0.4 million at September 30, 2012 and 2011 which materially approximates fair value due to the short-term nature of these assets.

				Assets at Fair Value as of September 30, 2012
				Level 1		Level 2		Level 3		Total
				(In thousands)
Investments:
	Common stocks -
		domestic equities		$	114,799	$	-	$	-	$	114,799
	Money market funds				-		21,010		-		21,010
	Registered investment
		companies:
			Domestic funds		19,984		-		-		19,984
			International funds		36,714		-		-		36,714
	Common/collective trusts -
		domestic funds			-		52,155		-		52,155
	Government securities:
		Mortgage-backed securities			-		19,509		-		19,509
		U.S. treasuries			7,597		487		-		8,084
	Corporate bonds				-		35,960		-		35,960
	Limited partnerships				140		41,786		-		41,926
	Real estate				-		-		155		155
Total investments at
	fair value			$	179,234	$	170,907	$	155	$	350,296

				Assets at Fair Value as of September 30, 2011
				Level 1		Level 2		Level 3		Total
				(In thousands)
Investments:
	Common stocks -
		domestic equities		$	94,336	$	-	$	-	$	94,336
	Money market funds				-		9,383		-		9,383
	Registered investment
		companies:
			Domestic funds		12,921		-		-		12,921
			International funds		27,528		-		-		27,528
	Common/collective trusts -
		domestic funds			-		40,096		-		40,096
	Government securities
		Mortgage-backed securities			-		18,860		-		18,860
		U.S. treasuries			4,946		47		-		4,993
	Corporate bonds				-		33,636		-		33,636
	Limited partnerships				113		37,693		-		37,806
	Real estate				-		-		200		200
Total investments at
	fair value			$	139,844	$	139,715	$	200	$	279,759

The fair value of our Level 3 real estate assets was determined based on independent third party appraisals. These assets decreased during the year ended September 30, 2012 due to the sale of a parcel of real estate during fiscal 2012.

We have a nonqualified Supplemental Executive Benefits Plan which provides additional pension, disability and death benefits to our officers, division presidents and certain other employees of the Company who were employed on or before August 12, 1998. In addition, in August 1998, we adopted the Supplemental Executive Retirement Plan (SERP) (formerly known as the Performance-Based Supplemental Executive Benefits Plan), which covers all employees who become officers or division presidents after August 12, 1998 or any other employees selected by our Board of Directors at its discretion.

In August 2009, the Board of Directors determined that there would be no new participants in the SERP subsequent to August 5, 2009, except for any corporate officers who may be appointed to the Management Committee. The SERP is a defined benefit arrangement which provides a benefit equal to 60 percent of covered compensation under which benefits paid from the underlying qualified defined benefit plan are an offset to the benefits under the SERP. However, the Board also established a new defined benefit supplemental executive retirement plan (the 2009 SERP), effective August 5, 2009, with each participant being selected by the Board, with each such participant being either (i) a corporate officer (other than such officer who is appointed as a member of the Company's Management Committee), (ii) a division president or (iii) an employee selected in the discretion of the Board. Under the 2009 SERP, a nominal account has been established for each participant, to which the Company contributes at the end of each calendar year an amount equal to ten percent of the total of each participant's base salary and cash incentive compensation earned during each prior calendar year, beginning December 31, 2009. The benefits vest after three years of service and attainment of age 55 and earn interest credits at the same annual rate as the Company's Pension Account Plan (currently 4.69%).

Similar to our employee pension plans, we review the estimates and assumptions underlying our supplemental executive benefit plans annually based upon a September 30 measurement date using the same techniques as our employee pension plans. The actuarial assumptions used to determine the pension liability for the supplemental plans were determined as of September 30, 2012 and 2011 and the actuarial assumptions used to determine the net periodic pension cost for the supplemental plans were determined as of September 30, 2011, 2010 and 2009. These assumptions are presented in the following table:

The following table presents the supplemental plans' accumulated benefit obligation, projected benefit obligation and funded status as of September 30, 2012 and 2011:

		2012		2011
			(In thousands)

Accumulated benefit obligation		$	121,815	$	104,363

Change in projected benefit obligation:
	Benefit obligation at beginning of year	$	112,115	$	108,919
	Service cost		2,108		2,768
	Interest cost		5,142		5,825
	Actuarial loss		15,459		2,140
	Benefits paid		(4,638)		(7,537)
	Benefit obligation at end of year		130,186		112,115

Change in plan assets:
	Fair value of plan assets at beginning of year		-		-
	Employer contribution		4,638		7,537
	Benefits paid		(4,638)		(7,537)
	Fair value of plan assets at end of year		-		-

Reconciliation:
	Funded status		(130,186)		(112,115)
	Unrecognized prior service cost		-		-
	Unrecognized net loss		-		-
	Accrued pension cost	$	(130,186)	$	(112,115)

Assets for the supplemental plans are held in separate rabbi trusts. At September 30, 2012 and 2011, assets held in the rabbi trusts consisted of available-for-sale securities of $41.8 million and $38.3 million, which are included in our fair value disclosures in Note 5.

Net periodic pension cost for the supplemental plans for fiscal 2012, 2011 and 2010 is recorded as operating expense and included the following components:

			Fiscal Year Ended September 30
			2012		2011		2010
				(In thousands)
Components of net periodic pension cost:
	Service cost		$	2,108	$	2,768	$	2,476
	Interest cost			5,142		5,825		5,224
	Amortization of transition asset			-		-		-
	Amortization of prior service cost			-		-		187
	Recognized actuarial loss			2,118		2,239		1,999
		Net periodic pension cost	$	9,368	$	10,832	$	9,886

The following benefit payments for our defined benefit plans, which reflect expected future service, as appropriate, are expected to be paid in the following fiscal years:

We sponsor the Retiree Medical Plan for Retirees and Disabled Employees of Atmos Energy Corporation (the Atmos Retiree Medical Plan). This plan provides medical and prescription drug protection to all qualified participants based on their date of retirement. The Atmos Retiree Medical Plan provides different levels of benefits depending on the level of coverage chosen by the participants and the terms of predecessor plans; however, we generally pay 80 percent of the projected net claims and administrative costs and participants pay the remaining 20 percent of this cost.

As of September 30, 2009, the Board of Directors approved a change to the cost sharing methodology for employees who had not met the participation requirements by that date for the Atmos Retiree Medical Plan. Starting on January 1, 2015, the contribution rates that will apply to all non-grandfathered participants will be determined using a new cost sharing methodology by which Atmos Energy will limit its contribution to a three percent cost increase in claims and administrative costs each year. If medical costs covered by the Atmos Retiree Medical Plan increase more than three percent annually, participants will be responsible for the additional cost.

Generally, our funding policy is to contribute annually an amount in accordance with the requirements of ERISA. However, additional voluntary contributions are made annually as considered necessary. Contributions are intended to provide not only for benefits attributed to service to date but also for those expected to be earned in the future. We expect to contribute $28.3 million to our postretirement benefits plan during fiscal 2013.

We maintain a formal investment policy with respect to the assets in our postretirement benefits plan to ensure the assets funding the postretirement benefit plan are appropriately invested to maintain an acceptable level of risk. We also consider our current financial status when making recommendations and decisions regarding the postretirement benefits plan.

We currently invest the assets funding our postretirement benefit plan in diversified investment funds which consist of common stocks, preferred stocks and fixed income securities. The diversified investment funds may invest up to 75 percent of assets in common stocks and convertible securities. The following table presents asset allocation information for the postretirement benefit plan assets as of September 30, 2012 and 2011.

Similar to our employee pension and supplemental plans, we review the estimates and assumptions underlying our postretirement benefit plan annually based upon a September 30 measurement date using the same techniques as our employee pension plans. The actuarial assumptions used to determine the pension liability for our postretirement plan were determined as of September 30, 2012 and 2011 and the actuarial assumptions used to determine the net periodic pension cost for the postretirement plan were determined as of September 30, 2011, 2010 and 2009. The assumptions are presented in the following table:

	Postretirement		Postretirement
	Liability		Cost
	2012	2011	2012	2011	2010

Discount rate	4.04%	5.05%	5.05%	5.39%	5.52%
Expected return on plan assets	4.70%	5.00%	5.00%	5.00%	5.00%
Initial trend rate	8.00%	8.00%	8.00%	8.00%	7.50%
Ultimate trend rate	5.00%	5.00%	5.00%	5.00%	5.00%
Ultimate trend reached in	2019	2018	2018	2016	2015

The following table presents the postretirement plan's benefit obligation and funded status as of September 30, 2012 and 2011:

		2012		2011
			(In thousands)
Change in benefit obligation:
	Benefit obligation at beginning of year	$	263,694	$	228,234
	Service cost		16,353		14,403
	Interest cost		13,861		12,813
	Plan participants' contributions		3,649		2,892
	Actuarial loss		28,815		17,966
	Benefits paid		(13,197)		(13,046)
	Subsidy payments		-		432
	Divestitures		(4,860)		-
	Benefit obligation at end of year		308,315		263,694

Change in plan assets:
	Fair value of plan assets at beginning of year		53,065		53,033
	Actual return on plan assets		12,912		(1,500)
	Employer contributions		22,139		11,254
	Plan participants' contributions		3,649		2,892
	Benefits paid		(13,197)		(13,046)
	Subsidy payments		-		432
	Divestitures		(1,496)		-
	Fair value of plan assets at end of year		77,072		53,065

Reconciliation:
Funded status			(231,243)		(210,629)
Unrecognized transition obligation			-		-
Unrecognized prior service cost			-		-
Unrecognized net loss			-		-
Accrued postretirement cost		$	(231,243)	$	(210,629)

Net periodic postretirement cost for fiscal 2012, 2011 and 2010 is recorded as operating expense and included the components presented below.

			Fiscal Year Ended
			September 30
			2012		2011		2010
			(In thousands)
Components of net periodic postretirement cost:
	Service cost		$	16,353	$	14,403	$	13,439
	Interest cost			13,861		12,813		12,071
	Expected return on assets			(2,607)		(2,727)		(2,460)
	Amortization of transition obligation			1,511		1,511		1,511
	Amortization of prior service cost			(1,450)		(1,450)		(1,450)
	Recognized actuarial loss			2,648		347		374
		Net periodic postretirement cost	$	30,316	$	24,897	$	23,485

Assumed health care cost trend rates have a significant effect on the amounts reported for the plan. A one-percentage point change in assumed health care cost trend rates would have the following effects on the latest actuarial calculations:

	One-Percentage		One-Percentage
	Point Increase		Point Decrease
	(In thousands)

Effect on total service and interest cost components	$	1,426	$	(1,287)
Effect on postretirement benefit obligation	$	21,736	$	(18,866)

We are currently recovering other postretirement benefits costs through our regulated rates under accrual accounting as prescribed by accounting principles generally accepted in the United States in substantially all of our service areas. Other postretirement benefits costs have been specifically addressed in rate orders in each jurisdiction served by our Kentucky/Mid-States Division, our West Texas, Mid-Tex and Mississippi Divisions as well as our Kansas jurisdiction and Atmos Pipeline – Texas or have been included in a rate case and not disallowed. Management believes that this accounting method is appropriate and will continue to seek rate recovery of accrual-based expenses in its ratemaking jurisdictions that have not yet approved the recovery of these expenses.

The following tables set forth by level, within the fair value hierarchy, the Retiree Medical Plan's assets at fair value as of September 30, 2012 and 2011. The methods used to determine fair value for the assets held by the Retiree Medical Plan are fully described in Note 2. Assets at September 30, 2012 include $1.5 million that will be transferred to the purchaser of our Missouri, Illinois and Iowa operations during the first quarter of fiscal 2013.

				Assets at Fair Value as of September 30, 2012
				Level 1		Level 2		Level 3		Total
				(In thousands)
Investments:
	Money market funds			$	-	$	2,360	$	-	$	2,360
	Registered investment
		companies:
			Domestic funds		7,756		-		-		7,756
			International funds		68,452		-		-		68,452
Total investments at
	fair value			$	76,208	$	2,360	$	-	$	78,568

				Assets at Fair Value as of September 30, 2011
				Level 1		Level 2		Level 3		Total
				(In thousands)
Investments:
	Money market funds			$	-	$	1,707	$	-	$	1,707
	Registered investment
		companies:
			Domestic funds		3,506		-		-		3,506
			International funds		47,852		-		-		47,852
Total investments at
	fair value			$	51,358	$	1,707	$	-	$	53,065

The following benefit payments paid by us, retirees and prescription drug subsidy payments for our postretirement benefit plans, which reflect expected future service, as appropriate, are expected to be paid in the following fiscal years:

							Total
	Company		Retiree		Subsidy		Postretirement
	Payments		Payments		Payments		Benefits
	(In thousands)

2013	$	28,317	$	3,696	$	-	$	32,013
2014		15,174		4,487		-		19,661
2015		17,349		5,251		-		22,600
2016		19,221		6,128		-		25,349
2017		20,520		7,083		-		27,603
2018-2022		107,055		48,114		-		155,169

As of September 30, 2012, we maintained three defined contribution benefit plans: the Atmos Energy Corporation Retirement Savings Plan and Trust (the Retirement Savings Plan), the Atmos Energy Corporation Savings Plan for MVG Union Employees (the Union 401K Plan) and the Atmos Energy Holdings, LLC 401K Profit-Sharing Plan (the AEH 401K Profit-Sharing Plan).

The Retirement Savings Plan covers substantially all employees in our regulated operations and is subject to the provisions of Section 401(k) of the Internal Revenue Code. Effective January 1, 2007, employees automatically became participants of the Retirement Savings Plan on the date of employment. Participants may elect a salary reduction ranging from a minimum of one 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. New participants are automatically enrolled in the Plan at a salary reduction amount of four percent of eligible compensation, from which they may opt out. We match 100 percent of a participant's contributions, limited to four percent of the participant's salary, in our common stock. However, participants have the option to immediately transfer this matching contribution into other funds held within the plan. Participants are eligible to receive matching contributions after completing one year of service. Participants are also permitted to take out loans against their accounts subject to certain restrictions. In August 2010, the Board of Directors of Atmos Energy approved a proposal to close the Pension Account Plan to new participants effective October 1, 2010. New employees participate in our defined contribution plan, which was enhanced, effective January 1, 2011. Employees participating in the Pension Account Plan as of October 1, 2010 were allowed to make a one-time election to migrate from the Plan into the Retirement Savings Plan, effective January 1, 2011. Under the enhanced plan, participants will receive a fixed annual contribution of four percent of eligible earnings to their Retirement Savings Plan account. Participants will continue to be eligible for company matching contributions of up to four percent of their eligible earnings and will be fully vested in the fixed annual contribution after three years of service.

The Union 401K Plan covers substantially all Mississippi Division employees who are members of the International Chemical Workers Union Council, United Food and Commercial Workers Union International (the Union) and is subject to the provisions of Section 401(k) of the Internal Revenue Code. Employees of the Union automatically become participants of the Union 401K plan on the date of union membership. We match 50 percent of a participant's contribution in cash, limited to six percent of the participant's eligible contribution. Participants are also permitted to take out loans against their accounts subject to certain restrictions.

Matching contributions to the Retirement Savings Plan and the Union 401K Plan are expensed as incurred and amounted to $10.5 million, $10.2 million, and $9.8 million for fiscal years 2012, 2011 and 2010. The Board of Directors may also approve discretionary contributions, subject to the provisions of the Internal Revenue Code and applicable Treasury regulations. No discretionary contributions were made for fiscal years 2012, 2011 or 2010. At September 30, 2012 and 2011, the Retirement Savings Plan held 4.9 percent and 4.5 percent of our outstanding common stock.

The AEH 401K Profit-Sharing Plan covers substantially all AEH employees and is subject to the provisions of Section 401(k) of the Internal Revenue Code. Participants may elect a salary reduction ranging from a minimum of one percent up to a maximum of 75 percent of eligible compensation, as defined by the Plan, not to exceed the maximum allowed by the Internal Revenue Service. The Company may elect to make safe harbor contributions up to four percent of the employee's salary which vest immediately. The Company may also make discretionary profit sharing contributions to the AEH 401K Profit-Sharing Plan. Participants become fully vested in the discretionary profit-sharing contributions after three years of service. Participants are also permitted to take out loans against their accounts subject to certain restrictions. Discretionary contributions to the AEH 401K Profit-Sharing Plan are expensed as incurred and amounted to $1.2 million, $1.3 million and $1.3 million for fiscal years 2012, 2011 and 2010.