2023-11-14T20:48:40-06:00 2022-12-31 420714325 RSM US LLP 1250 H STREET SUITE 700 WASHINGTON DC 20005 990 2022-01-01 130431590 AMERICAN GAS ASSOCIATION AMER 2028247000 400 N CAPITOL ST NW 450 WASHINGTON DC 200011503 TERRI OLIVA CHIEF FINANCIAL OFFICER 2028247000 2023-11-14 1 TERRI OLIVA XXX-XX-XXXX 0 ELIZABETH W HELLER P00397829 2022932200 2023-11-14 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z KAREN HARBERT 400 N CAPITOL ST NW 450 WASHINGTON DC 200011503 54336823 0 X WWW.AGA.ORG X 1971 DE AGA IS AN ADVOCATE FOR NATURAL GAS UTILITY COMPANIES AND THEIR CUSTOMERS. AGA HELPS NATURAL GAS UTILITIES ACHIEVE OPERATIONAL EXCELLENCE IN THE SAFE, RELIABLE AND EFFICIENT DELIVERY OF NATURAL GAS. 51 50 104 5318 455486 106436 0 0 33283034 34691909 1171991 657361 1239001 1375559 35694026 36724829 654065 555935 0 0 20802070 20592124 0 0 0 13539335 15823452 34995470 36971511 698556 -246682 54599533 59928098 23303115 33087779 31296418 26840319 X THE AMERICAN GAS ASSOCIATION, FOUNDED IN 1918, REPRESENTS MORE THAN 200 LOCAL ENERGY COMPANIES THAT DELIVER CLEAN NATURAL GAS THROUGHOUT THE UNITED STATES. THERE ARE MORE THAN 77 MILLION RESIDENTIAL, COMMERCIAL AND INDUSTRIAL NATURAL GAS CUSTOMERS IN THE U.S., OF WHICH 96 PERCENT - MORE THAN 74 MILLION CUSTOMERS - RECEIVE THEIR GAS FROM AGA MEMBERS. AGA IS AN ADVOCATE FOR NATURAL GAS UTILITY COMPANIES AND THEIR CUSTOMERS AND PROVIDES A BROAD RANGE OF PROGRAMS AND SERVICES FOR MEMBER NATURAL GAS PIPELINES, MARKETERS, GATHERERS, INTERNATIONAL NATURAL GAS COMPANIES, AND INDUSTRY ASSOCIATES TO HELP ENSURE OUR MEMBERS ARE LEADING ON SAFETY AND SECURITY, ADVANCING OPERATIONAL EXCELLENCE AND PROVIDING A ROLE FOR NATURAL GAS TO ACHIEVE A CLEANER ENERGY ECONOMY. 0 0 OPERATIONS & ENGINEERING - THE OPERATIONS AND ENGINEERING SECTION INCLUDES 17 TECHNICAL COMMITTEES WHOSE WORK IS OVERSEEN BY A MANAGING COMMITTEE. THESE COMMITTEES FOCUS ON HELPING NATURAL GAS UTILITIES ACHIEVE OPERATIONAL EXCELLENCE IN THE SAFE, RELIABLE AND EFFICIENT DELIVERY OF NATURAL GAS. GOVERNMENT RELATIONS - PROVIDES AGA MEMBERS WITH INFORMATION ON LEGISLATIVE DEVELOPMENTS; PREPARES COMMENTS AND FILINGS REGARDING LEGISLATIVE ACTIVITIES, AND REPRESENTS THE INDUSTRY BEFORE CONGRESS AND AGENCIES. GOVERNMENT RELATIONS EFFORTS FOCUS ON PROPOSED LEGISLATION. MEMBERSHIP & STRATEGIC DEVELOPMENT HELPS TO ENSURE AGA'S MISSION IS WELL-ALIGNED WITH THE MEMBERSHIP'S NEEDS TO SERVE THEIR CUSTOMERS. MEMBERSHIP & STRATEGIC DEVELOPMENT ALSO PROVIDES OPPORTUNITIES FOR INTERACTION BETWEEN MEMBER COMPANIES AND THE FINANCIAL COMMUNITY AND IS INTEGRALLY INVOLVED IN THE ASSOCIATION'S ENVIRONMENT, SOCIAL AND GOVERNANCE (ESG) INITIATIVES. 0 0 1 1 0 0 0 0 0 1 0 0 1 1 1 0 1 0 0 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 1 57 0 1 104 1 1 1 0 0 0 1 1 0 1 0 X 51 50 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X DOUG ALLEN 2028247000 400 N CAPITOL ST NW 450 WASHINGTON DC 200011503 KAREN HARBERT PRESIDENT & CEO 35.00 X X 3769098 0 338503 KIMBERLY S GREENE CHAIR 5.00 X X 0 0 0 SUZANNE SITHERWOOD FIRST VICE CHAIR 4.00 X X 0 0 0 JERRY NORCIA SECOND VICE CHAIR 3.00 X X 0 0 0 DAVID H ANDERSON IMMEDIATE PAST CHAIR 2.00 X 0 0 0 KURT ADAMS DIRECTOR 1.00 X 0 0 0 KEVIN AKERS DIRECTOR 1.00 X 0 0 0 WILLIAM J AKLEY DIRECTOR 1.00 X 0 0 0 ARUN BANSKOTA DIRECTOR 1.00 X 0 0 0 DAVID P BAUER DIRECTOR 1.00 X 0 0 0 ROBERT F BEARD DIRECTOR 1.00 X 0 0 0 LONNIE E BELLAR DIRECTOR 1.00 X 0 0 0 KELCEY A BROWN DIRECTOR 1.00 X 0 0 0 TIMOTHY P CAWLEY DIRECTOR 1.00 X 0 0 0 SCOTT E DOYLE DIRECTOR 1.00 X 0 0 0 SCOTT D DRURY DIRECTOR 1.00 X 0 0 0 LINDEN EVANS DIRECTOR 1.00 X 0 0 0 CHARLES A FRENI JR DIRECTOR 1.00 X 0 0 0 ROBERT FRENZEL DIRECTOR 1.00 X 0 0 0 RUDY D GARZA DIRECTOR 1.00 X 0 0 0 KAREN S HALLER DIRECTOR 1.00 X 0 0 0 KIM C HANEMANN DIRECTOR 1.00 X 0 0 0 JEFFREY A HARRISON DIRECTOR 1.00 X 0 0 0 ANDY HESSELBACH DIRECTOR 1.00 X 0 0 0 JEFFRY M HOUSEHOLDER DIRECTOR 1.00 X 0 0 0 MICHAEL HUWAR DIRECTOR 1.00 X 0 0 0 MICHAEL INNOCENZO DIRECTOR 1.00 X 0 0 0 BLUE JENKINS DIRECTOR 1.00 X 0 0 0 MARY KIPP DIRECTOR 1.00 X 0 0 0 NICOLE A KIVISTO DIRECTOR 1.00 X 0 0 0 JOHN LARSEN DIRECTOR 1.00 X 0 0 0 DIANE LEOPOLD DIRECTOR 1.00 X 0 0 0 SID MCANNALLY DIRECTOR 1.00 X 0 0 0 THOMAS MEISSNER DIRECTOR 1.00 X 0 0 0 PAUL W NESTER DIRECTOR 1.00 X 0 0 0 MELISSA ORSEN DIRECTOR 1.00 X 0 0 0 FRANKLYN D REYNOLDS DIRECTOR 1.00 X 0 0 0 GARRICK J ROCHOW DIRECTOR 1.00 X 0 0 0 ROBERT C ROWE DIRECTOR 1.00 X 0 0 0 SETH SHAPIRO DIRECTOR 1.00 X 0 0 0 D JASON SHARPE DIRECTOR 1.00 X 0 0 0 RYAN A SHELL DIRECTOR 1.00 X 0 0 0 LEONARD P SINGH DIRECTOR 1.00 X 0 0 0 DAVID SLATER DIRECTOR 1.00 X 0 0 0 DENNIS P VERMILLION DIRECTOR 1.00 X 0 0 0 KIMBERLY S WATSON DIRECTOR 1.00 X 0 0 0 SASHA WEINTRAUB DIRECTOR 1.00 X 0 0 0 STEPHEN D WESTHOVEN DIRECTOR 1.00 X 0 0 0 ADAM L WRIGHT DIRECTOR 1.00 X 0 0 0 RUDOLPH L WYNTER JR DIRECTOR 1.00 X 0 0 0 LLOYD YATES DIRECTOR 1.00 X 0 0 0 LORI TRAWEEK CHIEF OPERATING OFFICER (TIL 2/22) 35.00 X 1044249 0 45150 MICHAEL MURRAY GENERAL COUNSEL 35.00 X 568488 0 48029 TERRI OLIVA CHIEF FINANCIAL OFFICER 35.00 X 446232 0 27997 EDITH NAEGELE VP & CORPORATE SECRETARY 35.00 X 401683 0 29305 CHRISTINA SAMES SVP, O&E 35.00 X 969012 0 47784 GEORGE LOWE VP, GOVERNMENT RELATIONS 35.00 X 668668 0 44242 JENNIFER O'SHEA VP, COMMUNICATIONS 35.00 X 498028 0 44661 MEGAN DUNN VP, TALENT OPERATIONS 35.00 X 332041 0 39540 SUSAN FORRESTER VP, ADVOCACY & OUTREACH 35.00 X 326234 0 31263 RICHARD MEYER VP, ENERGY MARKETS, ANALYSIS, & STANDARDS 35.00 X 338465 0 33972 KEVIN HARDARDT FORMER CHIEF FINANCIAL AND ADMIN. OFFICER 0.00 X 665289 0 0 10027487 0 730446 57 1 1 0 RATIONAL PR LLC 1828 L STREET NW STE 640 WASHINGTON DC 20036 COMMUNICATIONS SUPPORT 228000 EXHIBIT PROMOTIONS PLUS 11620 VIXENS PATH ELLICOTT CITY MD 21042 PROFESSIONAL EXHIBITION ORGANIZER 195944 THE YGS GROUP 3650 WEST MARKET STREET YORK PA 17404 ONLINE MAGAZINE PRODUCTION & DESIGN SERV 186758 THE MORNING CONSULT LLC 1025 F STREET NW STE 800 WASHINGTON DC 20004 RESEARCH SUPPORT 180000 REICHMAN JORGENSEN LLP 100 MARINE PARKWAY STE 300 REDWOOD SHORES CA 94065 LEGAL SERVICES 171000 21 MEMBERSHIP DUES 900099 29081971 29081971 MEETINGS/EXHIBIT 900099 3763702 3763702 SPONSORSHIPS 900099 1114250 1114250 SERVICE INCOME 900004 228930 228930 PUBLICATIONS 541800 226556 226556 276500 276500 34691909 527407 527407 1375559 1375559 17736524 5424 17577232 34762 159292 -29338 129954 129954 36724829 34236423 455486 2032920 555935 8404138 9889566 243998 977203 1077219 1005780 174556 171435 38309 3054337 255606 764123 503338 1599051 968734 4536457 716008 309548 UNRELATED BUSINESS INCO 33645 MEMBERSHIPS & SPONSORSH 645100 EXCISE TAX ON EXECUTIVE 580202 EMPLOYEE BENEFITS ADMIN 261730 205493 36971511 9264097 7145855 784806 1230821 1244562 1510141 7952782 3704677 4984994 4248105 37080040 33030757 1241034 12762419 54599533 59928098 7279147 4752246 4342142 7406428 11681826 20929105 23303115 33087779 X 31296418 26840319 31296418 26840319 54599533 59928098 X -246682 -4146289 -63128 X 0 1 X 1 0 172567 57567 115000 172567 1 AMERICAN GAS ASSOCIATION POLITICAL ACTION COMMITTEE 400 N CAPITOL ST NW WASHINGTON DC 20001 130431590 32300 COMMUNITY LEADERS OF AMERICA PO BOX 2262 SPRINGFIELD VA 22152 463149989 10000 DAGA INC 1350 I STREET NW WASHINGTON DC 20005 134220019 15000 DEMOCRATIC GOVERNORS' ASSOCIATION 1225 I STREET NW WASHINGTON DC 20005 521304889 16667 DEMOCRATIC LEGISLATIVE CAMPAIGN COMMITTEE 1225 I STREET NW WASHINGTON DC 20005 521870839 4167 REPUBLICAN ATTORNEYS GENERAL ASSOCIATION 1747 PENNSYLVANIA AVE NW WASHINGTON DC 20006 464501717 40000 REPUBLICAN GOVERNORS ASSOCIATION 1747 PENNSYLVANIA AVE NW WASHINGTON DC 20006 521174414 20000 REPUBLICAN STATE LEADERSHIP COMMITTEE 1201 F ST NW STE 675 WASHINGTON DC 20004 050532524 9166 0 0 1 29081971 966294 125474 1091768 1483181 -391413 PART I-A, LINE 1: AGA MAKES CONTRIBUTIONS TO POLITICAL ORGANIZATIONS AS DISCLOSED ON SCHEDULE C OF THIS RETURN AND FUNDS ADMINISTRATIVE ACTIVITIES FOR ITS SEPARATE SEGREGATED FUND. AGA'S POLITICAL ACTION COMMITTEE MAKES CONTRIBUTIONS PERMISSIBLE UNDER STATE AND FEDERAL ELECTION LAWS. 4976834 2318379 2658455 1487490 692924 794566 1488458 693374 795084 4248105 POST RETIREMENT HEALTH BENEFITS 1583493 RIGHT OF USE ASSET 10935276 IBS EXHIBIT 243650 12762419 ACCRUED PENSION 5698860 BENEFIT RESTORATION PLAN 1277920 DEFERRED COMPENSATION 372426 LEASE LIABILITY 13579899 20929105 X 32803921 -4146289 263690 -3882599 36686520 38309 38309 36724829 38416158 171522 171522 38244636 38309 -1311434 -1273125 36971511 PART X, LINE 2: INCOME TAX EXPENSE INCURRED ON NET UNRELATED BUSINESS ACTIVITIES TOTALED APPROXIMATELY $34,000 AND $26,000 FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021, RESPECTIVELY. PART XI, LINE 2D - OTHER ADJUSTMENTS: FAS 158 ADJUSTMENT 63,128. PAC CONTRIBUTIONS 165,800. NET LOSS ON ASSET DISPOSAL 34,762. PART XII, LINE 2D - OTHER ADJUSTMENTS: PAC EXPENSES 136,760. NET LOSS ON ASSET DISPOSAL 34,762. PART XII, LINE 4B - OTHER ADJUSTMENTS: NET PERIODIC BENEFITS COST -1,311,434. EUROPE (INCLUDING ICELAND & GREENLAND) - ALBANIA, ANDORRA, AUSTRIA, BELGIUM 0 0 PROGRAM SERVICES INTERNATIONAL GAS UNION DUES 18733 NORTH AMERICA 0 0 PROGRAM SERVICES ATTEND CANADA PRIVATE SECTOR CSE BRIEFING 1351 NORTH AMERICA 0 0 PROGRAM SERVICES ATTEND CGA NATURAL GAS DIALOGUE SUMMIT 2321 NORTH AMERICA 0 0 PROGRAM SERVICES ATTEND ENERGY COUNCIL WINTER MEETING 2888 NORTH AMERICA 0 0 PROGRAM SERVICES ATTEND CGA SECURITY MEETING 1651 0 0 0 0 0 0 26944 0 26944 0 0 0 0 0 0 PART III ACCOUNTING METHOD: 1 PARTNERS FOR ENERGY PROGRESS 1414 CHERRY STREET SE OLYMPIA WA 98501 843818906 501C4 75000 0 SUPPORT COLORADANS FOR ENERGY ACCESS 1315 S CLAYTON SUITE 300 DENVER CO 80210 861971581 501C4 50000 0 SUPPORT INTERNATIONAL CODE COUNCIL INC 4051 W FLOSSMOOR ROAD COUNTRY CLUB HILLS IL 60478 363999004 501C6 32500 0 SPONSORSHIP INDEPENDENT PETROLEUM ASSOC OF AMERICA 1201 15TH STREET NW SUITE 300 WASHINGTON DC 20005 730296927 501C6 26250 0 SUPPORT COMMON GROUND ALLIANCE 908 KING STREET SUITE 330 ALEXANDRIA VA 22314 411984081 501C3 25000 0 SPONSORSHIP CSG WEST 1107 9TH STREET SUITE 730 SACRAMENTO CA 95814 366000818 501C3 25000 0 SPONSORSHIP EDISON ELECTRIC INSTITUTE 701 PENNSYLVANIA AVE NW WASHINGTON DC 20004 130659550 501C6 25000 0 SUPPORT NATIONAL ASSOCIATION OF COUNTIES PO BOX 38059 BETHESDA MD 212978057 530190321 501C4 25000 0 SPONSORSHIP CENTER FOR ENERGY WORKFORCE DEVELOPMENT 701 PENNSYLVANIA AVE NW WASHINGTON DC 20004 204504014 501C3 22500 0 SPONSORSHIP NEUAC 1850 M STREET NW STE 610 WASHINGTON DC 20036 521559709 501C3 20000 0 SPONSORSHIP NARUC 1101 VERMONT AVE NW STE 200 WASHINGTON DC 20005 530204609 501C4 19500 0 SPONSORSHIP THE ECONOMIC CLUB OF WASHINGTON DC 1601 K STREET NW SUITE 210 WASHINGTON DC 20006 521469926 501C3 18860 0 SPONSORSHIP CRES FORUM 1201 PENNSYLVANIA AVENUE NW SUITE 220 WASHINGTON DC 20004 460558330 501C4 15000 0 SPONSORSHIP NATIONAL CONFERENCE OF STATE LEGISLATURES 7700 EAST FIRST PLACE DENVER CO 80230 840772595 170C1 15000 0 SPONSORSHIP NCSL FOUNDATION 7700 EAST FIRST PLACE DENVER CO 80230 742232576 501C3 15000 0 SPONSORSHIP THE WATERFALL FOUNDATION PO BOX 70049 FAIRBANKS AK 99707 541980898 501C3 14000 0 SUPPORT AMERICAN GAS FOUNDATION 400 N CAPITOL ST NW WASHINGTON DC 20001 541501306 501C3 10000 0 SUPPORT AMERICAN PETROLEUM INSTITUTE 200 MASSACHUSETTS AVE NW WASHINGTON DC 20001 130433430 501C6 10000 0 SPONSORSHIP BRYCE HARLOW FOUNDATION PO BOX 15879 WASHINGTON DC 20003 521266620 501C3 10000 0 SPONSORSHIP BUSINESS COUNCIL FOR SUSTAINABLE ENERGY 805 15TH ST NW WASHINGTON DC 20005 521801630 501C6 10000 0 SPONSORSHIP CSA GROUP 8501 EAST PLEASANT VALLEY ROAD INDEPENDENCE OH 44131 980120704 501C6 10000 0 SPONSORSHIP JEFFERSON ISLANDS CLUB 1064 RUSTLING OAKS DRIVE MILLERSVILLE MD 20816 530192251 501C7 10000 0 SPONSORSHIP NASUCA 8380 COLESVILLE ROAD SUITE 101 SILVER SPRING MD 20910 591986067 501C4 10000 0 SPONSORSHIP ENERGY SOLUTIONS CENTER 400 N CAPITOL ST NW WASHINGTON DC 20001 541825542 501C6 9950 0 SPONSORSHIP UNIVERSITY OF MISSOURI-FRIPUD 143C MUMFORD HALL COLUMBIA MO 65211 436003859 501C3 9375 0 SPONSORSHIP STATE AGRICULTURE AND RURAL LEADERS C/O RIDGEWOOD LIMITED FINANCIAL SERVICES PO BOX 22259 LEXINGTON KY 40522 204400600 501C3 8000 0 SPONSORSHIP 12 14 PART I, LINE 2: ASSISTANCE PAYMENTS RELATED TO CONFERENCES ARE MONITORED AND CONFIRMED BY DESIGNATED AGA STAFF, E.G., BY ATTENDING THE EVENT WHERE THE RECEIPT OF ANY BENEFIT IS TRANSPARENT INCLUDING THINGS LIKE DIGITAL BRANDING, EXHIBIT BOOTH PRESENCE AND SPEAKER PRESENTATIONS. ASSISTANCE RELATED TO INDUSTRY RESEARCH PAPERS AND COMMUNICATIONS MAY INVOLVE THE RESPECTIVE AGA STAFF IN THE DEVELOPMENT, REVIEW, AND EXECUTION OF ANY DELIVERABLE. FOR ASSISTANCE THAT IS MEMBERSHIP IN NATURE THROUGH RECEIPT OF MEMBERSHIP BENEFITS, AGA STAFF HAVE ACTIVE PARTICIPATION IN CONVENING BODIES SUCH AS COMMITTEES AND COUNCILS. LASTLY, ASSISTANCE RELATED TO CHARITABLE EFFORTS USUALLY HAVE PROGRESS REPORTS AND NEWSLETTERS THAT HIGHLIGHT THEIR ACCOMPLISHMENTS OR ALLOW AGA STAFF TO PARTICIPATE IN THEIR CHARITABLE ACTIVITIES AND EVENTS DURING THE YEAR. X 1 1 X X X X X X 0 1 0 KAREN HARBERT PRESIDENT & CEO 1509140 0 1193400 0 1066558 0 327450 0 12751 0 4109299 0 0 0 LORI TRAWEEK CHIEF OPERATING OFFICER (TIL 2/22) 86157 0 319066 0 639026 0 36600 0 8550 0 1089399 0 0 0 CHRISTINA SAMES SVP, O&E 472109 0 102113 0 394790 0 39650 0 8134 0 1016796 0 0 0 GEORGE LOWE VP, GOVERNMENT RELATIONS 391423 0 73185 0 204060 0 33550 0 10692 0 712910 0 0 0 KEVIN HARDARDT FORMER CHIEF FINANCIAL AND ADMIN. OF 0 0 0 0 665289 0 0 0 0 0 665289 0 0 0 MICHAEL MURRAY GENERAL COUNSEL 403545 0 131028 0 33915 0 39650 0 9194 0 617332 0 0 0 JENNIFER O'SHEA VP, COMMUNICATIONS 278166 0 63310 0 156552 0 33500 0 11161 0 542689 0 0 0 TERRI OLIVA CHIEF FINANCIAL OFFICER 395376 0 41667 0 9189 0 18300 0 10369 0 474901 0 0 0 EDITH NAEGELE VP & CORPORATE SECRETARY 381303 0 13000 0 7380 0 18300 0 11140 0 431123 0 0 0 RICHARD MEYER VP, ENERGY MARKETS, ANALYSIS, & STAN 269640 0 63500 0 5325 0 33550 0 900 0 372915 0 0 0 MEGAN DUNN VP, TALENT OPERATIONS 252539 0 75000 0 4502 0 29038 0 10602 0 371681 0 0 0 SUSAN FORRESTER VP, ADVOCACY & OUTREACH 259994 0 62328 0 3912 0 27450 0 3988 0 357672 0 0 0 PART I, LINE 1A FIRST CLASS TRAVEL - AGA'S PRESIDENT & CEO IS AUTHORIZED FOR BUSINESS CLASS TRAVEL ON FLIGHTS SCHEDULED FOR MORE THAN 2-1/2 HOURS. IF BUSINESS CLASS TRAVEL IS NOT AVAILABLE FOR A SPECIFIC FLIGHT SEGMENT, FIRST CLASS TRAVEL MAY BE CONSIDERED. THEREFORE, IT IS REASONABLE THAT IN LIMITED CIRCUMSTANCES FIRST CLASS TRAVEL FOR THE AGA'S PRESIDENT & CEO IS APPROVED ACCORDING TO AGA'S TRAVEL POLICY. PART I, LINE 4B 457(F) PLAN: KAREN HARBERT, CONTRIBUTIONS $300,000, PAYMENTS $1,064,586 LORI TRAWEEK, PAYMENTS $610,103 CHRISTINA SAMES, PAYMENTS $355,532 GEORGE LOWE, PAYMENTS $182,757 JENNIFER O'SHEA, $148,522 LORI TRAWEEK PARTICIPATED IN A NONQUALIFIED BENEFIT RESTORATION PLAN. KEVIN HARDARDT RECEIVED PAYMENTS TOTALING $665,289 FROM A NONQUALIFIED EXCESS PLAN. FORM 990, PART VI, SECTION A, LINE 1A THE ASSOCIATION'S BYLAWS, UNDER ARTICLE VII, SECTION 2, PROVIDE THAT THE BOARD OF DIRECTORS MAY APPOINT AN EXECUTIVE COMMITTEE. THE EXECUTIVE COMMITTEE IS ELECTED BY THE ENTIRE BOARD AND MAY EXERCISE CERTAIN POWERS OF THE BOARD DURING THE INTERVALS BETWEEN MEETINGS OF THE BOARD. THE EXECUTIVE COMMITTEE IS GENERALLY COMPRISED OF THE BOARD OFFICERS AND NOT LESS THAN 7 OTHER MEMBERS OF THE BOARD. AGA BOARD MEMBERS ARE EXECUTIVES OF AGA U.S. ENERGY UTILITY MEMBERS. FORM 990, PART VI, SECTION A, LINE 6 THE ASSOCIATION HAS SIX CLASSES OF MEMBERS UNDER ARTICLE III OF ITS BYLAWS. U.S. ENERGY UTILITY MEMBERS INCLUDE UNITED STATES GAS DISTRIBUTION PUBLIC AND MUNICIPAL UTILITIES AND HAVE VOTING RIGHTS. TRANSMISSION AND MARKETING COMPANIES, EXPLORATION AND PRODUCTION COMPANIES, PRODUCTS AND SERVICES COMPANIES, INTERNATIONAL ENERGY COMPANIES AND AFFILIATES, AND INDUSTRY AFFILIATES CAN PARTICIPATE ON CERTAIN COMMITTEES, TAKE ADVANTAGE OF EDUCATIONAL OPPORTUNITIES AND PARTICIPATE IN OTHER APPLICABLE ACTIVITIES. FORM 990, PART VI, SECTION A, LINE 7A THE ASSOCIATION IS A MEMBERSHIP ORGANIZATION AND FULL MEMBERS NOMINATE AND ELECT MEMBERS OF THE BOARD OF DIRECTORS (THE ASSOCIATION'S PRINCIPAL GOVERNING BODY) AT THE ASSOCIATION'S ANNUAL MEETING. FORM 990, PART VI, SECTION A, LINE 7B THE MEMBERS OF THE ASSOCIATION MAKE CERTAIN DECISIONS, SUCH AS, THE ELECTION OF THE PRINCIPAL GOVERNING BODY (BOARD OF DIRECTORS) AS OUTLINED IN THE ORGANIZATION'S BYLAWS AT THE ANNUAL OR SPECIAL MEETINGS OF THE ASSOCIATION. SPECIAL MEETINGS MAY BE CALLED BY THE MEMBERSHIP TO ADDRESS ANY IMPORTANT MATTERS. THE ASSOCIATION'S GOVERNING BODIES ARE ACTIVE IN A NUMBER OF WAYS. IN ADDITION TO THE ASSOCIATION MEMBERS ELECTING A BOARD OF DIRECTORS (BOD) FROM THE MEMBERSHIP, COMMITTEES RELATED TO FINANCIAL OVERSIGHT, COMPENSATION AND GOVERNANCE ARE ESTABLISHED BY THE BOD. THESE INCLUDE THE EXECUTIVE COMMITTEE, BOARD FINANCE COMMITTEE, BOARD AUDIT COMMITTEE AND BOARD COMPENSATION COMMITTEE (BOD CHAIR, VICE CHAIR, 2ND VICE CHAIR, AND OTHER BOD MEMBERS USUALLY IN CONJUNCTION WITH OFFICERS FROM THE ASSOCIATION). THE AUDIT COMMITTEE CHAIR IS A MEMBER OF THE BOD AND PROVIDES REGULAR REPORTS OF THE AUDIT COMMITTEE TO THE BOD. FORM 990, PART VI, SECTION B, LINE 11B THE ASSOCIATION'S INTERNAL PROCESS FOR REVIEW OF TAX FORMS IS EXTENSIVE. DUE TO THE COMPLEXITY OF THE RETURN, THE ASSOCIATION HAS HIRED ITS OUTSIDE ACCOUNTING FIRM TO PREPARE THE FORM 990. THE ASSOCIATION'S CONTROLLER ACCUMULATES THE DATA AND FORWARDS TO THE OUTSIDE ACCOUNTING FIRM WHO DRAFTS THE FORM 990. A DRAFT OF THE FORM 990 IS THEN REVIEWED BY THE ASSOCIATION'S OFFICERS INCLUDING THE PRESIDENT & CEO, CHIEF FINANCIAL OFFICER, CONTROLLER, GENERAL COUNSEL AND VP, TALENT OPERATIONS. THE CONTROLLER ACCUMULATES ALL COMMENTS AND FORWARDS TO THE OUTSIDE ACCOUNTING FIRM TO BE INCORPORATED IN THE FINAL DRAFT OF THE FORM 990. THE FINAL DRAFT IS PROVIDED TO THE AUDIT COMMITTEE. THE CONTROLLER REVIEWS THE 990 WITH THE AUDIT COMMITTEE ALONG WITH THE ACCOUNTING FIRM PARTNER WHO IS AVAILABLE FOR ANY QUESTIONS ON THE RETURN. THE AUDIT COMMITTEE CHAIR REPORTS ON THIS REVIEW TO THE BOARD OF DIRECTORS. THE 990 IS PROVIDED TO THE BOARD OF DIRECTORS BEFORE IT IS FILED. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION HAS NEW EMPLOYEES REVIEW AND SIGN A STATEMENT OF COMPLIANCE WITH THE CONFLICT OF INTEREST POLICY AT THE TIME OF HIRING. ALL EMPLOYEES AND BOARD MEMBERS HAVE A CONTINUING DUTY TO REPORT ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST IN ACCORDANCE WITH THE POLICY AND ANNUALLY SIGN A STATEMENT OF COMPLIANCE. NEW BOARD MEMBERS ATTEND A BOARD ORIENTATION SESSION WITH THE ORGANIZATION'S PRESIDENT & CEO, CHIEF FINANCIAL OFFICER, GENERAL COUNSEL AND OTHERS WHERE THE ASSOCIATION'S POLICIES ARE REVIEWED AND DECLARE ANY POTENTIAL CONFLICT OF INTEREST. ALL BOARD MEMBERS HAVE A CONTINUING DUTY TO REPORT ANY ACTUAL OR POTENTIAL CONFLICT. THE POTENTIAL CONFLICTS FOR BOARD MEMBERS, OFFICERS, EMPLOYEES AND OTHERS ARE REVIEWED BY THE ASSOCIATION'S PRESIDENT & CEO, GENERAL COUNSEL, CHIEF FINANCIAL OFFICER AND VICE PRESIDENT, TALENT OPERATIONS AND IS REPORTED OUT TO THE INDEPENDENT AUDITORS AND AGA'S AUDIT COMMITTEE. FORM 990, PART VI, SECTION B, LINE 15 CEO: THE PRESIDENT & CEO'S COMPENSATION IS FIRST DISCUSSED BY THE BOARD COMPENSATION COMMITTEE WITH AN INDEPENDENT CONSULTING FIRM SPECIALIZING IN NON-PROFIT ORGANIZATIONS TO DETERMINE THE BOARD COMPENSATION COMMITTEE'S RECOMMENDATION TO THE BOARD OF DIRECTORS. THE CHAIRMAN OF THE BOARD THEN PRESENTS THE RECOMMENDATIONS AND REASONS FOR THE PRESIDENT & CEO COMPENSATION ADJUSTMENT, IF ANY. THE PRESIDENT & CEO'S COMPENSATION IS THEN APPROVED BY VOTE OF THE FULL BOARD. CONTEMPORANEOUS SUBSTANTIATION OF THE DELIBERATIONS, DECISIONS, AND BOARD OF DIRECTORS ACTION IS MAINTAINED IN THE TALENT OPERATIONS FILES AND MINUTES OF THE COMPENSATION COMMITTEE AND BOARD OF DIRECTORS MEETINGS. OTHER OFFICERS OR KEY EMPLOYEES: THE ASSOCIATION UTILIZES A MULTIFACETED APPROACH TO DETERMINE COMPENSATION NOT ONLY FOR ITS PRESIDENT & CEO, BUT FOR ITS OFFICERS AND EMPLOYEES. THIS INCLUDES ESTABLISHING WRITTEN POSITION DESCRIPTIONS, SALARY RANGES FOR POSITIONS, SETTING POSITION GOALS, PROVIDING WRITTEN PERFORMANCE EVALUATIONS, MEASUREMENT OF PERFORMANCE, QUARTERLY, SEMI-ANNUAL OR ANNUAL GOAL REVIEW, AND CONTEMPORANEOUS SUBSTANTIATIONS OF THE PROCESS. THE ASSOCIATION'S CURRENT COMPENSATION POLICY DATED NOVEMBER 30, 2011, DESCRIBES THE PROCESS IN MORE DETAIL. THE ASSOCIATION ALSO RETAINS AN INDEPENDENT COMPENSATION CONSULTING FIRM TO ADVISE THE BOARD COMPENSATION COMMITTEE, OFFICERS, AND AGA LEADERSHIP. COMPENSATION ADJUSTMENTS USUALLY ARE RECOMMENDED BY SUPERVISORS AND APPROVED BY MANAGERS, DIRECTORS AND/OR OFFICERS. ADJUSTMENTS MUST ALSO BE APPROVED BY THE VICE PRESIDENT, TALENT OPERATIONS. OFFICER AND VICE PRESIDENT INDIVIDUAL SALARY ADJUSTMENTS ARE RECOMMENDED TO THE BOARD COMPENSATION COMMITTEE BY THE PRESIDENT & CEO AND MUST BE APPROVED BY THE BOARD COMPENSATION COMMITTEE AFTER REVIEW AND THEN REPORTED TO THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES THE INFORMATION AVAILABLE IN A NUMBER OF WAYS. THE ORGANIZATION'S GOVERNING DOCUMENTS, OFFICERS, BOARD MEMBERS AND MEMBERS ARE AVAILABLE ON AGA'S WEBSITE (WWW.AGA.ORG) UNDER "ABOUT US." THE CONFLICT OF INTEREST STATEMENT IS ALSO AVAILABLE UNDER "ABOUT US." FINANCIAL STATEMENTS ARE REPORTED TO THE ENTIRE BOARD AND OTHERS ON A QUARTERLY BASIS. ANNUAL AUDITED FINANCIAL STATEMENTS ARE PROVIDED TO THE ENTIRE MEMBERSHIP. FINANCIAL, GOVERNANCE AND OTHER INFORMATION CAN ALSO BE OBTAINED FROM THE ASSOCIATION ELECTRONICALLY BY REQUEST UNDER "CONTACT US" ON THE WEBSITE OR BY MAIL. FORM 990, PART XI, LINE 9: FAS 158 ADJUSTMENT -63,128. AMERICAN GAS ASSN PAC C00007450 400 NORTH CAPITOL STREET NW WASHINGTON DC 20001 130431590 POLITICAL ACTION COMMITTEE DC 527 AMERICAN GAS ASSOCIATION 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0