Attached files
| file | filename |
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| 8-K - FORM 8-K - SOUTHERN Co GAS | form_8-k.htm |
Third Quarter 2011 Earnings Presentation
November 2, 2011
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2
Forward-Looking Statements &
Supplemental Information
Supplemental Information
Forward-Looking Statements
Certain expectations and projections regarding our future performance referenced in this presentation, in other reports or statements we file with the SEC or otherwise release to the public, and
on our website, are forward-looking statements. Senior officers and other employees may also make verbal statements to analysts, investors, regulators, the media and others that are forward-
looking. Forward-looking statements involve matters that are not historical facts, such as statements regarding our future operations, prospects, strategies, financial condition, economic
performance (including growth and earnings), industry conditions and demand for our products and services. Because these statements involve anticipated events or conditions, forward-looking
statements often include words such as "anticipate," "assume," "believe," "can," "could," "estimate," "expect," "forecast," "future," "goal," "indicate," "intend," "may," "outlook," "plan," "potential,"
"predict," "project," "seek," "should," "target," "would," or similar expressions. Forward-looking statements contained in this presentation include, without limitation, statements regarding future
earnings per share, dividend growth and EBIT contribution, our priorities for 2011 and the proposed merger with Nicor Inc. Our expectations are not guarantees and are based on currently
available competitive, financial and economic data along with our operating plans. While we believe our expectations are reasonable in view of the currently available information, our
expectations are subject to future events, risks and uncertainties, and there are several factors - many beyond our control - that could cause results to differ significantly from our expectations.
on our website, are forward-looking statements. Senior officers and other employees may also make verbal statements to analysts, investors, regulators, the media and others that are forward-
looking. Forward-looking statements involve matters that are not historical facts, such as statements regarding our future operations, prospects, strategies, financial condition, economic
performance (including growth and earnings), industry conditions and demand for our products and services. Because these statements involve anticipated events or conditions, forward-looking
statements often include words such as "anticipate," "assume," "believe," "can," "could," "estimate," "expect," "forecast," "future," "goal," "indicate," "intend," "may," "outlook," "plan," "potential,"
"predict," "project," "seek," "should," "target," "would," or similar expressions. Forward-looking statements contained in this presentation include, without limitation, statements regarding future
earnings per share, dividend growth and EBIT contribution, our priorities for 2011 and the proposed merger with Nicor Inc. Our expectations are not guarantees and are based on currently
available competitive, financial and economic data along with our operating plans. While we believe our expectations are reasonable in view of the currently available information, our
expectations are subject to future events, risks and uncertainties, and there are several factors - many beyond our control - that could cause results to differ significantly from our expectations.
Such events, risks and uncertainties include, but are not limited to, changes in price, supply and demand for natural gas and related products; the impact of changes in state and federal
legislation and regulation including changes related to climate change; actions taken by government agencies on rates and other matters; concentration of credit risk; utility and energy industry
consolidation; the impact on cost and timeliness of construction projects by government and other approvals, development project delays, adequacy of supply of diversified vendors, unexpected
change in project costs, including the cost of funds to finance these projects; the impact of acquisitions and divestitures including the proposed Nicor merger; limits on natural gas pipeline
capacity; direct or indirect effects on our business, financial condition or liquidity resulting from a change in our credit ratings or the credit ratings of our counterparties or competitors; interest
rate fluctuations; financial market conditions, including recent disruptions in the capital markets and lending environment and the current economic downturn; general economic conditions;
uncertainties about environmental issues and the related impact of such issues; the impact of changes in weather, including climate change, on the temperature-sensitive portions of our
business; the impact of natural disasters such as hurricanes on the supply and price of natural gas; acts of war or terrorism; and other factors which are provided in detail in our filings with the
Securities and Exchange Commission. Forward-looking statements are only as of the date they are made, and we do not undertake to update these statements to reflect subsequent changes.
legislation and regulation including changes related to climate change; actions taken by government agencies on rates and other matters; concentration of credit risk; utility and energy industry
consolidation; the impact on cost and timeliness of construction projects by government and other approvals, development project delays, adequacy of supply of diversified vendors, unexpected
change in project costs, including the cost of funds to finance these projects; the impact of acquisitions and divestitures including the proposed Nicor merger; limits on natural gas pipeline
capacity; direct or indirect effects on our business, financial condition or liquidity resulting from a change in our credit ratings or the credit ratings of our counterparties or competitors; interest
rate fluctuations; financial market conditions, including recent disruptions in the capital markets and lending environment and the current economic downturn; general economic conditions;
uncertainties about environmental issues and the related impact of such issues; the impact of changes in weather, including climate change, on the temperature-sensitive portions of our
business; the impact of natural disasters such as hurricanes on the supply and price of natural gas; acts of war or terrorism; and other factors which are provided in detail in our filings with the
Securities and Exchange Commission. Forward-looking statements are only as of the date they are made, and we do not undertake to update these statements to reflect subsequent changes.
Supplemental Information
Company management evaluates segment financial performance based on earnings before interest and taxes (EBIT), which includes the effects of corporate expense allocations and on
operating margin. EBIT is a non-GAAP (accounting principles generally accepted in the United States of America) financial measure that includes operating income, other income and
expenses. Items that are not included in EBIT are financing costs, including debt and interest expense and income taxes. The company evaluates each of these items on a consolidated level
and believes EBIT is a useful measurement of our performance because it provides information that can be used to evaluate the effectiveness of our businesses from an operational
perspective, exclusive of the costs to finance those activities and exclusive of income taxes, neither of which is directly relevant to the efficiency of those operations. Operating margin is a non-
GAAP measure calculated as operating revenues minus cost of gas, excluding operation and maintenance expense, depreciation and amortization, and taxes other than income taxes. These
items are included in the company's calculation of operating income. The company believes operating margin is a better indicator than operating revenues of the contribution resulting from
customer growth, since cost of gas is generally passed directly through to customers. In addition, in this presentation, the company has presented its earnings per share excluding expenses
incurred with respect to the proposed Nicor merger. As the company does not routinely engage in transactions of the magnitude of the proposed Nicor merger, and consequently does not
regularly incur transaction related expenses with correlative size, the company believes presenting EPS excluding Nicor merger expenses provides investors with an additional measure of the
company’s core operating performance. EBIT, operating margin and EPS excluding merger expenses should not be considered as alternatives to, or more meaningful indicators of, the
company's operating performance than operating income, net income attributable to AGL Resources Inc. or EPS as determined in accordance with GAAP. In addition, the company's EBIT,
operating margin and non-GAAP EPS may not be comparable to similarly titled measures of another company. We also present certain non-GAAP financial measures excluding the effects of
our proposed merger with Nicor. Because we complete material mergers and acquisitions only occasionally, we believe excluding these effects from certain measures is useful because they
allow investors to more easily evaluate and compare the performance of the Company's core businesses from period to period. Reconciliations of non-GAAP financial measures referenced in
this presentation are available on the company’s Web site at www.aglresources.com
operating margin. EBIT is a non-GAAP (accounting principles generally accepted in the United States of America) financial measure that includes operating income, other income and
expenses. Items that are not included in EBIT are financing costs, including debt and interest expense and income taxes. The company evaluates each of these items on a consolidated level
and believes EBIT is a useful measurement of our performance because it provides information that can be used to evaluate the effectiveness of our businesses from an operational
perspective, exclusive of the costs to finance those activities and exclusive of income taxes, neither of which is directly relevant to the efficiency of those operations. Operating margin is a non-
GAAP measure calculated as operating revenues minus cost of gas, excluding operation and maintenance expense, depreciation and amortization, and taxes other than income taxes. These
items are included in the company's calculation of operating income. The company believes operating margin is a better indicator than operating revenues of the contribution resulting from
customer growth, since cost of gas is generally passed directly through to customers. In addition, in this presentation, the company has presented its earnings per share excluding expenses
incurred with respect to the proposed Nicor merger. As the company does not routinely engage in transactions of the magnitude of the proposed Nicor merger, and consequently does not
regularly incur transaction related expenses with correlative size, the company believes presenting EPS excluding Nicor merger expenses provides investors with an additional measure of the
company’s core operating performance. EBIT, operating margin and EPS excluding merger expenses should not be considered as alternatives to, or more meaningful indicators of, the
company's operating performance than operating income, net income attributable to AGL Resources Inc. or EPS as determined in accordance with GAAP. In addition, the company's EBIT,
operating margin and non-GAAP EPS may not be comparable to similarly titled measures of another company. We also present certain non-GAAP financial measures excluding the effects of
our proposed merger with Nicor. Because we complete material mergers and acquisitions only occasionally, we believe excluding these effects from certain measures is useful because they
allow investors to more easily evaluate and compare the performance of the Company's core businesses from period to period. Reconciliations of non-GAAP financial measures referenced in
this presentation are available on the company’s Web site at www.aglresources.com
®
3Q11 Highlights
• 3Q11 GAAP EPS of $(0.04) per diluted
share
share
• Adjusted diluted EPS of $0.02, excluding
approximately $5 million in after-tax costs related to
the Nicor merger
approximately $5 million in after-tax costs related to
the Nicor merger
• Distribution segment EBIT up 27% in 3Q11 vs. 3Q10
• Solid performance at SouthStar
• Wholesale and storage markets remain challenged
• 9-mos 2011 GAAP EPS of $1.78 per diluted
share
share
• Adjusted diluted EPS of $1.98, excluding
approximately $16 million in after-tax costs related to
Nicor merger
approximately $16 million in after-tax costs related to
Nicor merger
• 2011 EPS estimate reduced to $2.90-$3.00
per diluted share, excluding all effects from
the proposed merger with Nicor
per diluted share, excluding all effects from
the proposed merger with Nicor
• Nicor merger process on track
• Positive proposed order from ALJ received in
September
September
• Expect ICC consideration in November
3
Note: Please review the AGL Resources 10-Q as filed with the SEC on 11/2/11 for detailed information. EBIT, Adjusted Net Income and Adjusted EPS are non-
GAAP measures. Please see the appendix to this presentation or visit the investor relations section of www.aglresources.com for a reconciliation to GAAP.
GAAP measures. Please see the appendix to this presentation or visit the investor relations section of www.aglresources.com for a reconciliation to GAAP.
(1) Adjusted net income and adjusted EPS exclude Nicor-related merger costs of approximately $5 million, net of tax.
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Consistent EPS and Dividend Growth
Diluted EPS Growth
Dividend Growth
2011 EPS Guidance:
$2.90-$3.00 per diluted share
Dividend increase of $0.04 approved by
Board of Directors for 2011
Board of Directors for 2011
(1)$3.00 diluted GAAP EPS; $3.05 adjusted, excluding Nicor merger costs. Please see the appendix to this presentation or visit the investor relations section of
www.aglresources.com for a reconciliation to GAAP.
www.aglresources.com for a reconciliation to GAAP.
(2) Estimate excludes all effects from the proposed merger with Nicor.
$2.90-
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5
EBIT by Operating Segment
1%
81%
18%
Annual EBIT by Operating Segment
9-mos 2011 EBIT Contribution
NOTE: EBIT is a non-GAAP measure. Please see the appendix to this presentation or the investor relations section of www.aglresources.com for a reconciliation to GAAP.
Quarterly EBIT by Operating Segment
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• 3Q11 EBIT increased 27% vs. 3Q10
• Key drivers
• New rates and regulatory infrastructure
programs at Atlanta Gas Light and
Elizabethtown Gas added $9 million of
operating margin
programs at Atlanta Gas Light and
Elizabethtown Gas added $9 million of
operating margin
• Effective O&M expense management; costs
down 2%, due primarily to lower annual
incentive payout accrual
down 2%, due primarily to lower annual
incentive payout accrual
• Customer count stable
• 2.238 million customers in 3Q11 (avg.) vs.
2.235 million in 3Q10 (avg.)
2.235 million in 3Q10 (avg.)
• Virginia Natural Gas rate case update
• Preliminary rates effective 10/1/11, subject to
refund
refund
• Public hearing currently scheduled for
November 4
November 4
• Final rates expected to be determined in 1H12
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6
Distribution
NOTE: COG = Cost of Gas
3Q11 Financial Performance Summary
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9-mos 2011 Financial Performance Summary
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7
Retail
• 3Q11 EBIT up $5 MM vs. 3Q10
• Reduced transportation and gas costs partially
offset by lower retail price spreads
offset by lower retail price spreads
• Operating expenses lower by $2 million year-over-
year due primarily to lower outside services
expenses
year due primarily to lower outside services
expenses
• Market share and customer count
• Georgia market share is 32% at end of 3Q11
− Year-to-date market share is stable, and
SouthStar has achieved modest market share
growth in Georgia five out of the last six months
SouthStar has achieved modest market share
growth in Georgia five out of the last six months
• Georgia customer count: 482K in 3Q11 vs. 487K
in 3Q10
in 3Q10
• Delta SkyMiles affinity program initiated in Georgia
market beginning October 2011; formerly a
SCANA program
market beginning October 2011; formerly a
SCANA program
• Continue to explore opportunities to
expand service offerings and customer
base across multiple states
expand service offerings and customer
base across multiple states
3Q11 Financial Performance Summary
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9-mos 2011 Financial Performance Summary
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8
Wholesale
• 3Q11 EBIT down $52 million vs. 3Q10 due to
lower commercial activity and reduced
transportation and storage mark-to-market
(MTM) gains in 3Q11
lower commercial activity and reduced
transportation and storage mark-to-market
(MTM) gains in 3Q11
• Commercial activity lower by $35 million y/y
• $15 million related to Marcellus take-away
constraints
constraints
• $2 million related to customer bankruptcy
• Remainder due to ongoing low volatility and
tight storage and transportation spreads
tight storage and transportation spreads
• $16 million lower MTM gains/losses on hedges y/y
• $4 million higher LOCOM y/y
• $6 million in economic value at 9/30/11 in
storage rollout vs. $6 million at 9/30/10
storage rollout vs. $6 million at 9/30/10
• Wholesale Operating Margin Components
3Q11 Financial Performance Summary
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9-mos 2011 Financial Performance Summary
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Energy Investments
• 3Q11 EBIT of $2 million
• Golden Triangle Storage
• Cavern 1 in service (6 Bcf)
- As of 7/1/11, Cavern 1 is 100% contracted, inclusive
of 2 Bcf Sequent contract
of 2 Bcf Sequent contract
- Overall average subscription rate of $0.14
• Cavern 2 under construction (7 Bcf)
- Completion expected in 2012
• Storage values remain depressed due to high supply
of natural gas and reduced demand
of natural gas and reduced demand
• Jefferson Island Storage and Hub
• As of 7/1/11 JISH is 93% contracted with an overall
average subscription rate of $0.19, inclusive of 2 Bcf
Sequent contract
average subscription rate of $0.19, inclusive of 2 Bcf
Sequent contract
• Expansion permit application remains under review
by Louisiana Department of Natural Resources
by Louisiana Department of Natural Resources
• If approved, facility could expand from 7.5 Bcf to
19.5 Bcf
19.5 Bcf
3Q11 Financial Performance Summary
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9-mos 2011 Financial Performance Summary
Balance Sheet Highlights
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• Solid balance sheet with significant
opportunity to fund growth capital
requirements
opportunity to fund growth capital
requirements
• Good access to capital markets
• Company credit metrics support solid, investment-
grade ratings
grade ratings
• Debt financing for Nicor transaction
effectively complete
effectively complete
• $500 million of senior unsecured notes issued
September 2011 ($300 million in 10-yr tranche, $200
million in 30-yr tranche)
September 2011 ($300 million in 10-yr tranche, $200
million in 30-yr tranche)
• $275 million private placement completed in August
2011 ($120 million in 5-yr tranche, $155 million in 7-yr
tranche)
2011 ($120 million in 5-yr tranche, $155 million in 7-yr
tranche)
• $500 million in senior unsecured notes issued March
2011 (30-yr), of which $200 million related to Nicor
transaction
2011 (30-yr), of which $200 million related to Nicor
transaction
• $2.7 billion debt outstanding
• Long-term debt $2.69 billion
• Short-term debt of $17 million
• Debt to Cap Ratio: 59%
• 2011 cap ex estimated at $435 million
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Weather and Gas Fired Power Generation
Consumption estimates from Bentek Energy
Natural Gas Storage Spreads
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Max Spreads
2009
$1.385
2009
$1.402
2009
$1.035
2009
$0.770
Historical Intrinsic Value of Storage
Delivery Month
Continuous Storage Spreads (Oct/Jan)
• Significant increase in shale gas
production is causing excess
supply and compression of price
spreads
production is causing excess
supply and compression of price
spreads
• Production has increased by almost 5
Bcf/day in past year
Bcf/day in past year
• Flattening of NYMEX curve has
negative impact on storage
optimization values
negative impact on storage
optimization values
• Summer-to-winter spreads down by ~50%
over past few years
over past few years
• 3Q11 impact of reduced storage
spreads approximately $11 million
year-over-year for Sequent
spreads approximately $11 million
year-over-year for Sequent
• 9-mos 2011 impact of reduced
storage spreads approximately $22
million year-over-year for Sequent
storage spreads approximately $22
million year-over-year for Sequent
Source for both charts: NYMEX
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Nicor Merger Update
• Regulatory approval process underway, continue to anticipate closing in before
year end
year end
• All major regulatory approvals received, with the exception of the Illinois Commerce
Commission (ICC)
Commission (ICC)
• Proposed order received from Administrative Law Judge in September
• Expect consideration before ICC in November
• Operations preparing for integration
Dec 2010
Q1 2011
Q2 2011
Q3 2011
Q4 2011
Transaction
Announced
Joint ICC Approval
Request Filed 1/18/11
Secure Regulatory Approvals
AGL Resources and
Nicor Shareholder
Approvals Received
Develop Transition Implementation Plans
Close Transaction
Long
-
Term Financing for Cash
Consideration Complete
Initial S-4 Registration
Statement Filed 2/4/11
Hart-Scott-Rodino
Approval Received
Approval Received
ICC Hearings held
July 19-20
July 19-20
SEC S-4 Registration
Declared Effective
Declared Effective
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ALJ Proposed Order
Received Sept 29
Received Sept 29
Anticipate ICC
Consideration
Nov/Dec
Consideration
Nov/Dec
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2011 Priorities
• Close Nicor transaction by year-end 2011
• Develop and implement integration plan
• Continue safe and efficient operations at our distribution businesses
• Complete rate case at Virginia Natural Gas
• Seeking $25 million increase
• VNG customers have not seen an increase in their approved base rates since 1996
• Continue to pursue responsible growth opportunities in retail and wholesale businesses
• Reposition wholesale services to be successful in a potentially prolonged period of
reduced volatility
reduced volatility
M&A
Distribution
Retail &
Wholesale
Wholesale
Energy
Investments
Investments
Policy
Expense &
Balance Sheet
Discipline
Balance Sheet
Discipline
• Increase contracted capacity at Golden Triangle Storage
• Work toward completion of Cavern 2 in early 2012
• Effectively control expenses and focus on capital discipline in each of our
business segments
business segments
• Maintain strong balance sheet and liquidity profile
• Continue to actively manage issues related to energy and environmental
policy and regulation
policy and regulation
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Additional Resources
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Company resources
• www.aglresources.com
• Sarah Stashak
Director, Investor Relations
404-584-4577
sstashak@aglresources.com
Industry resources
• www.aga.org
• www.eia.doe.gov
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Appendix & GAAP Reconciliations
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9-months 2011 Highlights
17
Note: Please review the AGL Resources 10-Q as filed with the SEC on 11/2/11 for detailed information. EBIT, Adjusted Net Income and Adjusted EPS are non-
GAAP measures. Please see the appendix to this presentation or visit the investor relations section of www.aglresources.com for a reconciliation to GAAP.
GAAP measures. Please see the appendix to this presentation or visit the investor relations section of www.aglresources.com for a reconciliation to GAAP.
(1) Adjusted net income and adjusted EPS exclude Nicor-related merger costs of approximately $16 million, net of tax.
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VNG Rate Case Update
• Virginia Natural Gas filed a rate case with the Virginia State Corporation
Commission (VSCC) on February 8, 2011
Commission (VSCC) on February 8, 2011
• Seeking $25 million increase
• Mitigation plan proposes rates to be phased in over three years
• ~$15 million related to Hampton Roads Crossing pipeline construction (completed in 2010),
which has been recovered via AFUDC to date
which has been recovered via AFUDC to date
• ~$10 million related to base operating expenses
• Rates effective October 1, 2011, subject to refund
• Hearing scheduled for November 4, 2011
• Final Commission order expected May 2012
Rate Case Filed
2/8/11
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Hearings
11/04/11
Rates
Effective
Subject to
Refund
10/1/11
Hearing
Examiner’s
Report
March 2012
Final
Commission
Order
May 2012
Detailed Utility Profile as of 12/31/10
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|
State
|
Rate
Base (mm)
|
% of
Total |
Authorized
Return on Rate Base |
Est. 2010
Return on Rate Base |
Authorized
Return on Equity |
Est. 2010
Return on Equity |
Customers
(mm) |
% of
Total |
Regulatory Attributes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Georgia
|
$1,312
|
52%
|
8.10%
|
7.26%
|
10.75%
|
9.10%
|
1.5
|
68%
|
Decoupling, Regulatory
Infrastructure Program Rates, M&A Synergy Sharing |
|
New Jersey
|
435
|
17%
|
7.64%
|
7.87%
|
10.30%
|
10.76%
|
0.3
|
12%
|
Weather Normalization,
Regulatory Infrastructure Program Rates |
|
Virginia
|
502
|
20%
|
9.24%
|
8.24%
|
10.90%
|
9.62%
|
0.3
|
12%
|
Decoupling, Weather
Normalization |
|
Florida
|
164
|
7%
|
7.36%
|
5.04%
|
11.25%
|
6.22%
|
0.1
|
5%
|
Negotiated Rates Over
5-yr Period |
|
Tennessee
|
91
|
4%
|
7.41%
|
8.98%
|
10.05%
|
13.45%
|
0.1
|
3%
|
Revenue Normalization
|
|
Total
|
$ 2,504
|
100%
|
NA
|
NA
|
NA
|
NA
|
2.3
|
100%
|
|
Note: Please review the AGL Resources 10-K as filed with the SEC on 2/9/11 for detailed information.
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The following table sets forth a reconciliation of AGL Resources’ operating margin to operating income and earnings before interest and taxes (EBIT) to
earnings before income taxes and net income to net income attributable to AGL - as reported and net income attributable to AGL - as adjusted, for the three
and nine months ended September 30, 2011 and 2010.
earnings before income taxes and net income to net income attributable to AGL - as reported and net income attributable to AGL - as adjusted, for the three
and nine months ended September 30, 2011 and 2010.
GAAP Reconciliation
®
GAAP Reconciliation
®
GAAP Reconciliation
The following tables set forth a reconciliation of AGL Resources’ Statement of Income to earnings before interest and taxes (EBIT) by segment for the nine
months ended September 30, 2011 and 2010.
months ended September 30, 2011 and 2010.
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GAAP Reconciliation
The following tables set forth a reconciliation of AGL Resources’ Basic and Diluted earnings per share - as reported (GAAP) to Basic and Diluted earnings
per share - as adjusted (Non-GAAP; excluding Nicor merger costs), for the indicated periods.
per share - as adjusted (Non-GAAP; excluding Nicor merger costs), for the indicated periods.
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GAAP Reconciliation
Reconciliations of operating margin, EBIT by segment and EPS excluding merger expenses are available in our quarterly reports (Form 10-Q) and
annual reports (Form 10-K) filed with the Securities and Exchange Commission.
annual reports (Form 10-K) filed with the Securities and Exchange Commission.
Our management evaluates segment financial performance based on EBIT, which includes the effects of corporate expense allocations. EBIT is a non-
GAAP (accounting principles generally accepted in the United States of America) financial measure. Items that are not included in EBIT are financing
costs, including debt and interest expense and income taxes. We evaluate each of these items on a consolidated level and believe EBIT is a useful
measurement of our performance because it provides information that can be used to evaluate the effectiveness of our businesses from an operational
perspective, exclusive of the costs to finance those activities and exclusive of income taxes, neither of which is directly relevant to the efficiency of those
operations.
GAAP (accounting principles generally accepted in the United States of America) financial measure. Items that are not included in EBIT are financing
costs, including debt and interest expense and income taxes. We evaluate each of these items on a consolidated level and believe EBIT is a useful
measurement of our performance because it provides information that can be used to evaluate the effectiveness of our businesses from an operational
perspective, exclusive of the costs to finance those activities and exclusive of income taxes, neither of which is directly relevant to the efficiency of those
operations.
We also use EBIT internally to measure performance against budget and in reports for management and the Board of Directors. Projections of forward-
looking EBIT are used in our internal budgeting process, and those projections are used in providing forward-looking business segment EBIT projections
to investors. We are unable to reconcile our forward-looking EBIT business segment guidance to GAAP net income, because we do not predict the
future impact of unusual items and mark-to-market gains or losses on energy contracts. The impact of these items could be material to our operating
results reported in accordance with GAAP.
looking EBIT are used in our internal budgeting process, and those projections are used in providing forward-looking business segment EBIT projections
to investors. We are unable to reconcile our forward-looking EBIT business segment guidance to GAAP net income, because we do not predict the
future impact of unusual items and mark-to-market gains or losses on energy contracts. The impact of these items could be material to our operating
results reported in accordance with GAAP.
Operating margin is a non-GAAP measure calculated as revenues minus cost of gas, excluding operation and maintenance expense, depreciation and
amortization, taxes other than income taxes, and the gain or loss on the sale of our assets. These items are included in our calculation of operating
income. We believe operating margin is a better indicator than operating revenues of the contribution resulting from customer growth, since cost of gas is
generally passed directly through to customers.
amortization, taxes other than income taxes, and the gain or loss on the sale of our assets. These items are included in our calculation of operating
income. We believe operating margin is a better indicator than operating revenues of the contribution resulting from customer growth, since cost of gas is
generally passed directly through to customers.
We present our EPS excluding expenses incurred with respect to the proposed merger with Nicor. As we do not routinely engage in transactions of the
magnitude of the proposed Nicor merger, and consequently do not regularly incur transaction related expenses of correlative size, we believe presenting
EPS excluding Nicor merger expenses provides investors with an additional measure of our core operating performance.
magnitude of the proposed Nicor merger, and consequently do not regularly incur transaction related expenses of correlative size, we believe presenting
EPS excluding Nicor merger expenses provides investors with an additional measure of our core operating performance.
EBIT, operating margin and EPS excluding merger expenses should not be considered as alternatives to, or more meaningful indicators of, our
operating performance than operating income or net income, as determined in accordance with GAAP. In addition, our EBIT, operating margin and non-
GAAP EPS may not be comparable to similarly titled measures of another company.
operating performance than operating income or net income, as determined in accordance with GAAP. In addition, our EBIT, operating margin and non-
GAAP EPS may not be comparable to similarly titled measures of another company.
Net income attributable to AGL Resources, as adjusted and Basic and Diluted earnings per share, as adjusted are non-GAAP measures and exclude
transaction costs related to the proposed merger with Nicor. We believe these financial measures are useful to investors because they provide an
alternative method for assessing the Company’s operating results in a manner that is focused on the performance of the Company’s ongoing operations.
The presentation of these financial measures is not meant to be a substitute for financial measures prepared in accordance with GAAP.
transaction costs related to the proposed merger with Nicor. We believe these financial measures are useful to investors because they provide an
alternative method for assessing the Company’s operating results in a manner that is focused on the performance of the Company’s ongoing operations.
The presentation of these financial measures is not meant to be a substitute for financial measures prepared in accordance with GAAP.
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Additional Information
Additional Information
In connection with the proposed merger, AGL Resources has filed with the SEC a Registration Statement on Form S-4 (Registration No. 333-
172084), as amended, which is publicly available, that includes a definitive joint proxy statement of AGL Resources and Nicor that also constitutes a
prospectus of AGL Resources. AGL Resources and Nicor mailed the definitive joint proxy statement/prospectus on or about May 10, 2011 to their
respective stockholders of record as of April 18, 2011. WE URGE INVESTORS TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS CAREFULLY, AS WELL AS OTHER DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT AGL RESOURCES, NICOR AND THE PROPOSED TRANSACTION. The joint proxy statement/prospectus,
as well as other filings containing information about AGL Resources and Nicor, can be obtained free of charge at the website maintained by the SEC
at www.sec.gov. You may also obtain these documents, free of charge, from AGL Resources’ website (www.aglresources.com) under the tab
Investor Relations/SEC Filings or by directing a request to AGL Resources Inc., P.O. Box 4569, Atlanta, GA, 30302-4569. You may also obtain
these documents, free of charge, from Nicor’s website (www.nicor.com) under the tab Investor Information/SEC Filings or by directing a request to
Nicor Inc., P.O. Box 3014, Naperville, IL 60566-7014.
172084), as amended, which is publicly available, that includes a definitive joint proxy statement of AGL Resources and Nicor that also constitutes a
prospectus of AGL Resources. AGL Resources and Nicor mailed the definitive joint proxy statement/prospectus on or about May 10, 2011 to their
respective stockholders of record as of April 18, 2011. WE URGE INVESTORS TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS CAREFULLY, AS WELL AS OTHER DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT AGL RESOURCES, NICOR AND THE PROPOSED TRANSACTION. The joint proxy statement/prospectus,
as well as other filings containing information about AGL Resources and Nicor, can be obtained free of charge at the website maintained by the SEC
at www.sec.gov. You may also obtain these documents, free of charge, from AGL Resources’ website (www.aglresources.com) under the tab
Investor Relations/SEC Filings or by directing a request to AGL Resources Inc., P.O. Box 4569, Atlanta, GA, 30302-4569. You may also obtain
these documents, free of charge, from Nicor’s website (www.nicor.com) under the tab Investor Information/SEC Filings or by directing a request to
Nicor Inc., P.O. Box 3014, Naperville, IL 60566-7014.
The respective directors and executive officers of AGL Resources and Nicor, and other persons, may be deemed to be participants in the solicitation
of proxies in respect of the proposed transaction. Information regarding AGL Resources’ directors and executive officers is available in the definitive
joint proxy statement/prospectus contained in the above referenced Registration Statement and its definitive proxy statement filed with the SEC by
AGL Resources on March 14, 2011, and information regarding Nicor directors and executive officers is available in the definitive joint proxy
statement/prospectus contained in the above referenced Registration Statement and its definitive proxy statement filed with the SEC by Nicor on
April 19, 2011. These documents can be obtained free of charge from the sources indicated above. Other information regarding the interests of the
participants in the proxy solicitation are included in the definitive joint proxy statement/prospectus and other relevant materials filed with the SEC.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, or a
solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
of proxies in respect of the proposed transaction. Information regarding AGL Resources’ directors and executive officers is available in the definitive
joint proxy statement/prospectus contained in the above referenced Registration Statement and its definitive proxy statement filed with the SEC by
AGL Resources on March 14, 2011, and information regarding Nicor directors and executive officers is available in the definitive joint proxy
statement/prospectus contained in the above referenced Registration Statement and its definitive proxy statement filed with the SEC by Nicor on
April 19, 2011. These documents can be obtained free of charge from the sources indicated above. Other information regarding the interests of the
participants in the proxy solicitation are included in the definitive joint proxy statement/prospectus and other relevant materials filed with the SEC.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, or a
solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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