nicorinc123108form10k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 
 
[X ]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                                 For the fiscal year ended December 31, 2008
or
 
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-7297
NICOR INC. LOGO
NICOR INC.
(Exact name of registrant as specified in its charter)

Illinois
 
36-2855175
(State of Incorporation)
 
(I.R.S. Employer
   
Identification No.)
1844 Ferry Road
   
Naperville, Illinois 60563-9600
 
(630) 305-9500
(Address of principal executive offices) (Zip Code)
 
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered
Common Stock, par value $2.50 per share
 
New York Stock Exchange
   
Chicago Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X]   No [   ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes [   ]   No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.  Yes [ X ]   No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer    [X]
Accelerated filer                    [   ]
   
Non-accelerated filer      [   ]
Smaller reporting company   [   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes [   ] No [X]

The aggregate market value of common stock (based on the June 30, 2008 closing price of $42.59) held by non-affiliates of the registrant was approximately $1.9 billion.  As of February 17, 2009, there were 45,198,311 shares of common stock outstanding.
 
DOCUMENTS INCORPORATED BY REFERENCE

Portions of the company’s 2009 Annual Meeting Definitive Proxy Statement, to be filed on or about March 11, 2009, are incorporated by reference into Part III.
 



 
Nicor Inc.

     
           
 
Item No.
 
Description
 
Page No.
 
           
     
ii
 
           
   
Part I
     
 
1.
     
1
 
 
1A.
     
6
 
 
1B.
     
11
 
 
2.
     
11
 
 
3.
     
11
 
 
4.
     
11
 
         
12
 
               
     
Part II
       
 
5.
     
 13 
 
 
6.
     
15
 
 
7.
     
 16 
 
 
7A.
 
   
37
 
 
8.
     
39
 
 
9.
     
75
 
 
9A.
     
75
 
 
9B.
     
76
 
               
     
Part III
       
 
10.
     
77
 
 
11.
     
77
 
 
12.
     
77
 
 
13.
     
78
 
 
14.
     
78
 
               
     
Part IV
       
 
15.
     
79
 
         
81
 
         
82
 



 
Nicor Inc.

Glossary

ALJs.  Administrative Law Judges.

ARO.  Asset retirement obligation.

Chicago Hub.  A venture of Nicor Gas, which provides natural gas storage and transmission-related services to marketers and other gas distribution companies.

Degree day.  The extent to which the daily average temperature falls below 65 degrees Fahrenheit. Normal weather for Nicor Gas’ service territory, for purposes of this report, is considered to be 5,830 degree days per year.

EN Engineering.  EN Engineering, L.L.C., a 50-percent-owned joint venture that provides engineering and consulting services.

FASB.  Financial Accounting Standards Board.

FERC.  Federal Energy Regulatory Commission, the agency that regulates the interstate transportation of natural gas, oil and electricity.

FIN.  FASB Interpretation.

FSP.  FASB Staff Position.

Horizon Pipeline.  Horizon Pipeline Company, L.L.C., a 50-percent-owned joint venture that operates an interstate regulated natural gas pipeline of approximately 70 miles, stretching from Joliet, Illinois to near the Wisconsin/Illinois border.
 
ICC.  Illinois Commerce Commission, the agency that establishes the rules and regulations governing utility rates and services in Illinois.
 
IDR.  Illinois Department of Revenue.
 
IRS.  Internal Revenue Service.
 
Jobs Act.  American Jobs Creation Act of 2004.

LIFO.  Last-in, first-out.

Mcf, MMcf, Bcf.  Thousand cubic feet, million cubic feet, billion cubic feet.

MMBtus.  Million British thermal units.

Nicor.  Nicor Inc., or the registrant.

Nicor Advanced Energy.  Prairie Point Energy, L.L.C. (doing business as Nicor Advanced Energy), a wholly owned business that provides natural gas and related services on an unregulated basis to residential and small commercial customers.
 

ii 
 

 
Nicor Enerchange.  Nicor Enerchange, L.L.C., a wholly owned business that engages in wholesale marketing of natural gas supply services primarily in the Midwest, administers the Chicago Hub for Nicor Gas, and manages Nicor Solutions’ and Nicor Advanced Energy’s product risks, including the purchase of natural gas supplies.

Nicor Gas.  Northern Illinois Gas Company (doing business as Nicor Gas Company) is a regulated wholly owned public utility business and one of the nation’s largest distributors of natural gas.

Nicor Services.  Nicor Energy Services Company, a wholly owned business that provides customer and prospect management services to businesses and product warranty contracts, heating, ventilation and air conditioning repair, maintenance and installation services and equipment to retail markets, including residential and small commercial customers.

Nicor Solutions.  Nicor Solutions, L.L.C., a wholly owned business that offers residential and small commercial customers energy-related products that provide for natural gas cost stability and management of their utility bill.

NYMEX.  New York Mercantile Exchange.
 
PBR.  Performance-based rate, a regulatory plan which ended on January 1, 2003, that provided economic incentives based on natural gas cost performance.

PCBs.  Polychlorinated Biphenyls.

PGA.  Purchased Gas Adjustment, a rate rider that passes natural gas costs directly through to customers without markup, subject to ICC review.
 
SEC.  The United States Securities and Exchange Commission.
 
SFAS.  Statement of Financial Accounting Standards.
 
TEL.  Tropic Equipment Leasing, Inc., a wholly owned subsidiary of Nicor, holds the company’s interest in Triton.
 
TEU.  Twenty-foot equivalent unit, a measure of volume in containerized shipping equal to one 20-foot-long container.

Triton.  Triton Container Investments L.L.C., a cargo container leasing company in which Nicor Inc. has an investment.

Tropical Shipping.  A wholly owned business and a carrier of containerized freight in the Bahamas and the Caribbean region.

U.S.  United States of America.

USEPA.  United States Environmental Protection Agency.
 

iii 
 

 
PART I

Item 1.

Nicor, an Illinois corporation formed in 1976, is a holding company.  Gas distribution is Nicor’s primary business.  Nicor’s subsidiaries include Nicor Gas, one of the nation’s largest distributors of natural gas, and Tropical Shipping, a transporter of containerized freight in the Bahamas and the Caribbean region.  Nicor also owns several energy-related ventures, including Nicor Services, Nicor Solutions and Nicor Advanced Energy, which provide energy-related products and services to retail markets, and Nicor Enerchange, a wholesale natural gas marketing company.  As a consolidated group, Nicor had approximately 3,900 employees at year-end 2008.

Summary financial information for Nicor’s major business segments is included in Item 8 – Notes to the Consolidated Financial Statements – Note 15 – Business Segment and Geographic Information.  The following sections describe Nicor’s larger businesses.  Certain terms used herein are defined in the glossary on pages ii and iii.

GAS DISTRIBUTION

General

Nicor Gas, a regulated natural gas distribution utility, serves 2.2 million customers in a service territory that encompasses most of the northern third of Illinois, excluding the city of Chicago.  The company’s service territory is diverse and its customer base has grown over the years, providing the company with a well-balanced mix of residential, commercial and industrial customers.  Residential customers typically account for approximately 50 percent of natural gas deliveries, while commercial and industrial customers each typically account for approximately 25 percent.  See Gas Distribution Statistics on page 24 for operating revenues, deliveries and number of customers by customer classification.  Nicor Gas had approximately 2,200 employees at year-end 2008.

Nicor Gas maintains franchise agreements with most of the communities it serves, allowing it to construct, operate and maintain distribution facilities in those communities.  Franchise agreement terms range up to 50 years.  Currently, about one-quarter of the agreements will expire within five years.

Customers have the option of purchasing their own natural gas supplies, with delivery of the gas by Nicor Gas.  The larger of these transportation customers also have options that include the use of Nicor Gas’ storage system and the ability to choose varying supply backup levels.  The choice of transportation service as compared to natural gas sales service results in less revenue for Nicor Gas but has no direct impact on net operating results.  Nicor Gas continues to deliver the natural gas, maintain its distribution system and respond to emergencies.

Nicor Gas also operates the Chicago Hub, which provides natural gas storage and transmission-related services to marketers and other gas distribution companies.  The Chicago area is a major market hub for natural gas, and demand exists for storage and transmission-related services by marketers, other gas distribution companies and electric power-generation facilities.  Nicor Gas’ Chicago Hub addresses that demand.  Chicago Hub revenues are passed directly through to customers as a credit to Nicor Gas’ PGA rider.


 

 
Sources of Natural Gas Supply

Nicor Gas purchases natural gas supplies in the open market by contracting with producers and marketers.  It also purchases transportation and storage services from interstate pipelines that are regulated by the FERC.  When firm pipeline services are temporarily not needed, Nicor Gas may release the services in the secondary market under FERC-mandated capacity release provisions, with proceeds reducing the cost of natural gas charged to customers.

Peak-use requirements are met through utilization of company-owned storage facilities, pipeline transportation capacity, purchased storage services and other supply sources, arranged by either Nicor Gas or its transportation customers.  Nicor Gas has been able to obtain sufficient supplies of natural gas to meet customer requirements.  The company believes natural gas supply and pipeline capacity will be sufficiently available to meet market demands in the foreseeable future.

Natural gas supply.  Nicor Gas maintains a diversified portfolio of natural gas supply contracts.  Supply purchases are diversified by supplier, producing region, quantity, credit limits and available transportation.  Natural gas supply pricing is generally tied to published price indices so as to approximate current market prices.  These supply contracts also may require the payment of fixed demand charges to ensure the availability of supplies on any given day.  The company also purchases natural gas supplies on the spot market to fulfill its supply requirements or to take advantage of favorable short-term pricing.

As part of its purchasing practices, Nicor Gas maintains a price risk hedging strategy to reduce the risk of price volatility.  A disciplined approach is used to systematically forward hedge a predetermined portion of forecasted monthly volumes.

As noted previously, transportation customers purchase their own natural gas supplies.  About one-half of the natural gas that the company delivers is purchased by transportation customers directly from producers and marketers.

Pipeline transportation.  The Nicor Gas distribution and storage system is directly connected to eight interstate pipelines.  This provides the company with direct access to most of the major natural gas producing regions in North America.  The company has long-term transportation contracts with nearly all of these interstate pipelines and generally has a right-of-first-refusal for contract extensions.  The largest of these long-term transportation contracts is with Natural Gas Pipeline Company of America (“NGPL”) which provides approximately 60% of the firm transportation capacity. In addition, Nicor Gas enters into short-term winter-only transportation contracts and market-area transportation contracts that enhance Nicor Gas’ operational flexibility.

Storage.  Nicor Gas owns and operates eight underground natural gas storage facilities.  This storage system is one of the largest in the gas distribution industry.  The storage reservoirs provide a total inventory capacity of about 150 Bcf, approximately 135 Bcf of which can be cycled on an annual basis.  The system is designed to meet about 50 percent of the company’s estimated peak-day deliveries and up to 40 percent of its normal winter deliveries.  In addition to company-owned facilities, Nicor Gas has about 40 Bcf of purchased storage services under contracts with NGPL that expire in 2012 and 2013.  This level of storage capability provides Nicor Gas with supply flexibility, improves the reliability of deliveries, and can mitigate the risk associated with seasonal price movements.

Competition/Demand

Nicor Gas is the largest natural gas distributor in Illinois and is regulated by the ICC.  The company is the sole distributor of natural gas in essentially all of its service territory.  Substantially all single-family homes in Nicor Gas’ service territory are heated with natural gas.  In the commercial and industrial markets, the company’s natural gas services compete with other forms of energy, such as electricity, coal, propane and oil, based on such factors as price, service, reliability and environmental impact.  In addition,
 
 

 
the company has a tariff that allows negotiation with potential bypass customers, and no such customer has bypassed the Nicor Gas system since the tariff became effective in 1987.  Nicor Gas also offers commercial and industrial customers alternatives in rates and service, increasing its ability to compete in these markets.  Other significant factors that impact demand for natural gas include weather and economic conditions.

Natural gas deliveries are temperature-sensitive and seasonal since about one-half of all deliveries are used for space heating.  Typically, about three-quarters of the deliveries and revenues occur from October through March.  Fluctuations in weather have the potential to significantly impact year-to-year comparisons of operating income and cash flow.  It is estimated that a 100 degree-day variation from normal impacts Nicor Gas’ distribution margin, net of income taxes, by approximately $1.6 million under the company’s current rate structure.

The effect of weather variations on Nicor Gas’ results is offset, in part, due to weather risks within the consolidated Nicor group related to the utility-bill management products marketed by Nicor Solutions and Nicor Advanced Energy.  The amount of this offset will vary depending upon the time of year, weather patterns, the number of customers for these products and the market price for natural gas.  In 2008 and 2006, the offsetting impact related to utility-bill management products was about one-half of the gas distribution weather effect.  In 2007, weather was near normal, resulting in no significant offsetting impact.

Nicor Gas’ large residential customer base provides for a relatively stable level of natural gas deliveries during weak economic conditions.  The company’s industrial and commercial customer base is well diversified, lessening the impact of industry-specific economic swings.  However, during periods of high natural gas prices, deliveries of natural gas can be negatively affected by conservation and the use of alternative energy sources.

Regulation

Nicor Gas is regulated by the ICC, which establishes the rules and regulations governing utility rates and services in Illinois.  Those rules or regulations that may significantly affect business performance include the following:

·  
Base rates, which are set by the ICC, are designed to allow the company an opportunity to recover its costs and earn a fair return for investors.  On April 29, 2008, Nicor Gas filed with the ICC for an overall increase in rates.  The company’s filing, as updated, provides a revenue increase of $140.4 million for a rate of return on rate base of 9.27 percent, which reflects an 11.15 percent cost of common equity.  For additional information about the rate proceeding, see Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8 – Notes to the Consolidated Financial Statements – Note 19 – Rate Proceeding.
 
·  
The company’s ICC-approved tariffs provide that the cost of natural gas purchased for customers will be fully charged to customers without markup.  Therefore, the company does not profit from the sale of natural gas.  Rather, the company earns income from fixed monthly charges and from variable transportation charges for delivering natural gas to customers.  Annually, the ICC initiates a review of the company’s natural gas purchasing practices for prudence, and may disallow the pass-through of costs considered imprudent.

·  
As with the cost of natural gas, the company has a tariff that provides for the pass-through of prudently incurred environmental costs related to the remediation of former manufactured gas plant sites.  This pass-through is also subject to annual ICC review.

The ICC also has other rules that impact the company’s operations.  Changes in these rules can impact the company’s results of operations, cash flows and financial condition.

 
3 

 
A PBR plan for natural gas costs went into effect in 2000 and was terminated by the company effective January 1, 2003.  Under the PBR plan, Nicor Gas’ total natural gas supply costs were compared to a market-sensitive benchmark.  Savings and losses relative to the benchmark were determined annually and shared equally with sales customers.  The results of the PBR plan are currently under ICC review.  Additional information on the plan and the ICC review are presented in Item 8 – Notes to the Consolidated Financial Statements – Note 21 – Contingencies – PBR Plan.

Gas distribution, transmission and storage system, and other properties

The gas distribution, transmission and storage system includes approximately 34,000 miles of steel, plastic and cast iron main; approximately 2.0 million steel, plastic/aluminum composite, plastic and copper services connecting the mains to customers’ premises; and eight underground storage fields.  Other properties include buildings, land, motor vehicles, meters, regulators, compressors, construction equipment, tools, communication and computer equipment, software and office equipment.

Most of the company’s distribution and transmission property, and underground storage fields are located on property owned by others and used by the company through easements, permits or licenses.  The company owns most of the buildings housing its administrative offices and the land on which they sit.

Substantially all gas distribution properties are subject to the lien of the indenture securing Nicor Gas’ First Mortgage Bonds.

Additional information about Nicor Gas’ business is presented in Item 1A – Risk Factors, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8 – Notes to the Consolidated Financial Statements.

SHIPPING

Tropical Shipping is a transporter of containerized freight in the Bahamas and the Caribbean, a region generally characterized by modest market growth and intense competition.  The company is a major carrier of exports from the east coast of the United States and Canada to these regions.  The company’s shipments consist primarily of southbound cargo such as building materials, food and other necessities for developers, manufacturers and residents in the Caribbean and the Bahamas, as well as tourist-related shipments intended for use in hotels and resorts, and on cruise ships.  The balance of Tropical Shipping’s cargo consists primarily of interisland shipments and northbound shipments of apparel and agricultural products.  Other related services such as inland transportation and cargo insurance are also provided by Tropical Shipping or other Nicor subsidiaries.

At December 31, 2008, Tropical Shipping’s operating fleet consisted of 11 owned vessels and 6 chartered vessels with a container capacity totaling approximately 5,600 TEUs.  In addition to the vessels, the company owns and/or leases containers, container-handling equipment, chassis and other equipment.  Real property, more than half of which is leased, includes office buildings, cargo handling facilities and warehouses located in the United States, Canada and some of the ports served.

Additional information about Tropical Shipping’s business is presented in Item 1A – Risk Factors, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8 – Notes to the Consolidated Financial Statements.


 

 
OTHER ENERGY VENTURES

Nicor owns several energy-related ventures, including three companies marketing energy-related products and services, and a wholesale natural gas marketing company.  Nicor also has equity interests in joint ventures including a FERC-regulated natural gas pipeline.

Nicor Services, Nicor Solutions and Nicor Advanced Energy are businesses that provide energy-related products and services to retail markets, including residential and small commercial customers.  Nicor Services operates primarily in northern Illinois and provides warranty and maintenance contracts, as well as repair and installation services of heating, air conditioning and indoor air-quality equipment, and move connection services for other utilities.  Nicor Solutions offers its residential and small commercial customers in the Nicor Gas service territory energy-related products that provide for natural gas price stability and management of their utility bill.  These products mitigate and/or eliminate the risks to customers of colder than normal weather and/or changes in natural gas prices.  Nicor Advanced Energy is certified by the ICC as an Alternate Gas Supplier, authorizing it to be a non-utility marketer of natural gas for residential and small commercial customers.  Nicor Advanced Energy presently operates in northern Illinois, offering customers an alternative to the utility as its natural gas supplier.

Nicor Enerchange is a business that engages in wholesale marketing of natural gas supply services primarily in the Midwest, administers the Chicago Hub for Nicor Gas, serves commercial and industrial customers in the Chicago market area, and manages Nicor Solutions’ and Nicor Advanced Energy’s product risks, including the purchases of natural gas supplies.

Horizon Pipeline, a 50-percent-owned joint venture with NGPL, operates a natural gas pipeline of approximately 70 miles, stretching from Joliet, Illinois to near the Wisconsin/Illinois border.  Nicor Gas has contracted for approximately 80 percent of Horizon Pipeline’s capacity under an agreement expiring in 2012 at rates that have been accepted by FERC.

EN Engineering, a 50-percent-owned joint venture between Nicor and A. Epstein & Sons International, is an engineering and consulting firm that specializes in the design, installation and maintenance of natural gas, petroleum and liquid pipeline facilities.  EN Engineering provides engineering and corrosion services to Nicor Gas.

Additional information about Nicor’s other energy ventures is presented in Item 1A – Risk Factors, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8 – Notes to the Consolidated Financial Statements.

CORPORATE

Nicor has various equity investments, the largest of which is Triton, a cargo container leasing business.  Additional information on Nicor’s equity investments are presented in Item 8 – Notes to the Consolidated Financial Statements – Note 16 – Equity Investment Income, Net.

AVAILABLE INFORMATION

Nicor files various reports with the SEC.  These reports include the annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13 (a) of the Securities Exchange Act of 1934.  Nicor makes all of these reports available without charge to the public on the investor section of the company’s Internet site at www.nicor.com as soon as reasonably practicable after Nicor files them with, or furnishes them to, the SEC.
 

 

     
Item 1A.
 
The following factors are the most significant factors that can impact year-to-year comparisons and may affect the future performance of the company’s businesses.  New risks may emerge and management cannot predict those risks or estimate the extent to which they may affect the company’s financial performance.

Regulation of Nicor Gas, including changes in the regulatory environment in general, may adversely affect the company’s results of operations, cash flows and financial condition.

Nicor Gas is regulated by the ICC, which has general regulatory power over practically all phases of the public utility business in Illinois, including rates and charges, issuance of securities, services and facilities, system of accounts, investments, safety standards and transactions with affiliated interests and other matters.

Nicor Gas is permitted by the ICC’s PGA regulation to adjust the charge to its sales customers on a monthly basis to recover the company’s prudently incurred actual costs to acquire the natural gas it delivers to them.  The company’s gas costs are subject to subsequent prudence reviews by the ICC for which the company makes annual filings.  The annual prudence reviews for calendar years 1999-2008 are open for review and any disallowance of costs in those proceedings could adversely affect Nicor Gas’ results of operations, cash flows and financial condition.

Most of Nicor Gas’ other charges are changed only through a rate case proceeding with the ICC.  The charges established in a rate case proceeding are based on an approved level of operating costs and investment in utility property and are designed to allow the company an opportunity to recover those costs and to earn a fair return on that investment based upon an estimated volume of annual natural gas deliveries.  To the extent Nicor Gas’ actual costs to provide utility service are higher than the levels approved by the ICC, or its actual natural gas deliveries are less than the annual volume estimated by the ICC, Nicor Gas’ results of operations, cash flows and financial condition could be adversely affected until such time as it files for and obtains ICC approval for new charges through a rate case proceeding.

Nicor Gas is also subject to rules and regulations pertaining to the integrity of its distribution system and environmental compliance.  The company’s results of operations, cash flows and financial condition could be adversely affected by any additional laws or regulations that are enacted that require significant increases in the amount of expenditures for system integrity and environmental compliance.

Nicor Gas enters into various service agreements with Nicor and its affiliates. Nicor Gas obtains the required ICC approvals for these agreements.  The company’s results of operations, cash flows and financial condition could be adversely affected if, as a result of a change in law or action by the ICC, new restrictions are imposed that limit or prohibit certain service agreements between Nicor Gas and its affiliates.

A change in the ICC’s approved rate mechanisms for recovery of environmental remediation costs at former manufactured gas plant sites, or adverse decisions with respect to the prudence of costs actually incurred, could adversely affect the company’s results of operations, cash flows and financial condition.

Current environmental laws may require the cleanup of coal tar at certain former manufactured gas plant sites for which the company may in part be responsible.  Management believes that any such costs that are not recoverable from other entities or from insurance carriers are recoverable through rates for utility services under ICC-approved mechanisms for the recovery of prudently incurred costs.  A change in these rate recovery mechanisms, however, or a decision by the ICC that some or all of these costs were not prudently incurred, could adversely affect the company’s results of operations, cash flows and financial condition.

 

 
An adverse decision in the proceeding concerning Nicor Gas’ PBR plan could result in a refund obligation which could adversely affect the company’s results of operations, cash flows and financial condition.

In 2000, Nicor Gas instituted a PBR plan for natural gas costs.  Under the PBR plan, Nicor Gas’ total gas supply costs were compared to a market-sensitive benchmark.  Savings and losses relative to the benchmark were determined annually and shared equally with sales customers.  The PBR plan was terminated effective January 1, 2003.  There are allegations that Nicor Gas acted improperly in connection with the PBR plan, and the ICC is reviewing these allegations in a pending proceeding.  An adverse decision in this proceeding could result in a refund to ratepayers or other obligations which could adversely affect the company’s results of operations, cash flows and financial condition.

Nicor Gas relies on direct connections to eight interstate pipelines and extensive underground storage capacity.  If these pipelines or storage facilities were unable to deliver natural gas for any reason it could impair Nicor Gas’ ability to meet its customers’ full requirements which could adversely affect the company’s results of operations, cash flows and financial condition.

Nicor Gas meets its customers’ peak day, seasonal and annual gas requirements through deliveries of natural gas transported on interstate pipelines with which it or its natural gas suppliers have contracts and through withdrawals of natural gas from storage fields it owns or leases.  Nicor Gas contracts with multiple pipelines for transportation services.  If a pipeline were to fail to perform transportation or storage service, including as a result of war, acts or threats of terrorism, mechanical problems or natural disaster, on a peak day or other day with high volume gas requirements, Nicor Gas’ ability to meet all its customers’ natural gas requirements may be impaired unless or until alternative arrangements for delivery of supply were put in place.  Likewise, if a storage field owned by Nicor Gas, or a principal Nicor Gas-owned transmission or distribution pipeline used to deliver natural gas to the market, were to be out of service for any reason, including as a result of war, acts or threats of terrorism, mechanical problems or natural disaster, this could impair Nicor Gas’ ability to meet its customers’ full requirements which could adversely affect the company’s results of operations, cash flows and financial condition.

Fluctuations in weather, conservation, economic conditions and use of alternative fuel sources have the potential to adversely affect the company’s results of operations, cash flows and financial condition.

When weather conditions are milder than normal, Nicor’s gas distribution segment has historically delivered less natural gas, and consequently may earn less income.  Nicor Gas’ natural gas deliveries are temperature-sensitive and seasonal since about one-half of all deliveries are used for space heating.  Typically, about three-quarters of the deliveries and revenues occur from October through March.  Mild weather in the future could adversely affect the company’s results of operations, cash flows and financial condition. In addition, factors including, but not limited to, conservation, economic conditions and the use of alternative fuel sources could also result in lower customer demand.

Conversely, results from products sold by Nicor Solutions and Nicor Advanced Energy generally benefit from milder than normal weather.  Nicor Solutions and Nicor Advanced Energy offer utility-bill management products that mitigate and/or eliminate the risks to customers of variations in weather.  Benefits or costs related to these products resulting from variances from normal weather are recorded primarily at the corporate level as a result of an agreement between the parent company and certain of its subsidiaries.  To the extent weather is colder than normal in the future, Nicor Solutions and Nicor Advanced Energy’s results of operations, cash flows and financial condition could be adversely affected.
 

 

 
Natural gas commodity price changes may affect the operating costs and competitive positions of the company’s businesses which could adversely affect its results of operations, cash flows and financial condition.

Nicor’s energy-related businesses are sensitive to changes in natural gas prices. Natural gas prices historically have been volatile and may continue to be volatile in the future.  The prices for natural gas are subject to a variety of factors that are beyond Nicor’s control.  These factors include, but are not limited to, the level of consumer demand for, and the supply of, natural gas, processing, gathering and transportation availability, the level of imports of, and the price of foreign natural gas, the price and availability of alternative fuel sources, weather conditions, natural disasters, political conditions or hostilities in natural gas producing regions.

Any changes in natural gas prices could affect the prices Nicor’s energy-related businesses charge, operating costs and the competitive position of products and services.  In accordance with the ICC’s PGA regulations, Nicor Gas adjusts its gas cost charges to sales customers on a monthly basis to account for changes in the price of natural gas.  However, changes in natural gas prices can also impact certain operating expenses such as bad debt expense, company use gas and storage-related natural gas expenses, financing costs and customer service expenses, and these changes can only be reflected in Nicor Gas’ charges to customers if approved by the ICC in a rate case.  Increases in natural gas prices can also have an adverse effect on natural gas distribution margin because such increases can result in lower customer demand.

Nicor’s other energy businesses are also subject to natural gas commodity price risk, arising primarily from fixed-price purchase and sale agreements, natural gas inventories and utility-bill management arrangements.  Derivative instruments such as futures, options, forwards and swaps may be used to hedge these risks.

Nicor’s use of derivative instruments could adversely affect the company’s results of operations, cash flows and financial condition.
 
Nicor uses derivative instruments, including futures, options, forwards and swaps, either traded on exchanges or executed over-the-counter with natural gas merchants as well as financial institutions, to hedge natural gas price risk.  Fluctuating natural gas prices cause earnings and financing costs of Nicor to be impacted.  The use of derivative instruments that are not perfectly matched to the exposure could adversely affect the company’s results of operations, cash flows and financial condition.  Also, when Nicor’s derivative instruments and hedging transactions do not qualify for hedge accounting under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, the company’s results of operations, cash flows and financial condition could be adversely affected.

Nicor is subject to margin requirements in connection with the use of derivative financial instruments and these requirements could escalate if prices move adversely.

Adverse decisions in lawsuits seeking a variety of damages allegedly caused by mercury spillage could adversely affect the company’s results of operations, cash flows and financial condition.

Nicor Gas has incurred, and expects to continue to incur, costs related to its historical use of mercury in various kinds of equipment.  Nicor Gas remains a defendant in several private lawsuits, all in the Circuit Court of Cook County, Illinois, seeking a variety of unquantified damages (including bodily injury and property damages) allegedly caused by mercury spillage resulting from the removal of mercury-containing regulators.  Potential liabilities relating to these claims have been assumed by a contractor’s insurer subject to certain limitations.  Adverse decisions regarding these claims, if not fully covered by such insurance, could adversely affect the company’s results of operations, cash flows and financial condition.

 

 
Transporting and storing natural gas involve numerous risks that may result in accidents and other operating risks and costs that could adversely affect the company’s results of operations, cash flows and financial condition.

Nicor Gas’ activities involve a variety of inherent hazards and operating risks, such as leaks, accidents and mechanical problems, which could cause substantial financial losses.  In addition, these risks could result in loss of human life, significant damage to property, environmental pollution and impairment of Nicor Gas’ operations, which in turn could lead to substantial losses.  In accordance with customary industry practice, Nicor Gas maintains insurance against some, but not all, of these risks and losses.  The location of pipelines and storage facilities near populated areas, including residential areas, commercial business centers and industrial sites, could increase the level of damages resulting from these risks.  The occurrence of any of these events if not fully covered by insurance could adversely affect the company’s results of operations, cash flows and financial condition.

A significant decline in the market value of investments held within the pension trust maintained by Nicor Gas adversely affects Nicor’s results of operations, cash flows and financial condition.

Nicor Gas sponsors a defined benefit pension plan and, over the years, has made contributions to a trust to fund future benefit obligations of the pension plan participants.  A significant decline in the market value of investments held in the trust of the pension plan unfavorably impacts the benefit costs associated with the pension plan and/or Nicor Gas’ liquidity through additional contributions to the trust to meet future funding requirements. These impacts, either individually or in aggregate, may adversely affect Nicor’s results of operations, cash flows and financial condition.

An inability to access financial markets could affect the execution of Nicor’s business plan and could adversely affect the company’s results of operations, cash flows and financial condition.

Nicor relies on access to both short- and long-term capital markets as a significant source of liquidity for capital and operating requirements not satisfied by the cash flows from its operations.  Management believes that Nicor and its subsidiaries will maintain sufficient access to these financial markets based upon current credit ratings.  However, certain disruptions outside of Nicor’s control or events of default under its debt agreements may increase its cost of borrowing or restrict its ability to access one or more financial markets.  Such disruptions could include an economic downturn, the bankruptcy of an unrelated energy company or downgrades to Nicor’s credit ratings.  Restrictions on Nicor’s ability to access financial markets may affect its ability to execute its business plan as scheduled and could adversely affect the company’s results of operations, cash flows and financial condition.

Changes in the rules and regulations of certain regulatory agencies could adversely affect the results of operations, cash flows and financial condition of Tropical Shipping.

Tropical Shipping is subject to the International Ship and Port-facility Security Code and is also subject to the United States Maritime Transportation Security Act, both of which require extensive security assessments, plans and procedures.  Tropical Shipping is also subject to the regulations of both the Federal Maritime Commission, and the Surface Transportation Board, other federal agencies as well as local laws, where applicable.  Additional costs that could result from changes in the rules and regulations of these regulatory agencies would adversely affect the results of operations, cash flows and financial condition of Tropical Shipping.


 

 
Tropical Shipping’s business is dependent on general economic conditions.  Changes or downturns in the economy could adversely affect the results of operations, cash flows and financial condition of Tropical Shipping.

Tropical Shipping’s business consists primarily of the shipment of building materials, food and other necessities from the United States and Canada to developers, manufacturers and residents in the Bahamas and the Caribbean region, as well as tourist-related shipments intended for use in hotels and resorts, and on cruise ships.  As a result, Tropical Shipping’s results of operations, cash flows and financial condition can be significantly affected by adverse general economic conditions in the United States, Bahamas, Caribbean region and Canada.  Also, a shift in buying patterns that results in such goods being sourced directly from other parts of the world, including China and India, rather than the United States and Canada, could significantly affect Tropical Shipping’s results of operations, cash flows and financial condition.

The occurrence of hurricanes, storms and other natural disasters in Tropical Shipping’s area of operations could adversely affect its results of operations, cash flows and financial condition.

Tropical Shipping’s operations are affected by weather conditions in Florida, Canada, the Bahamas and Caribbean regions.  During hurricane season in the summer and fall, Tropical Shipping may be subject to revenue loss, higher operating expenses, business interruptions, delays, and ship, equipment and facilities damage which could adversely affect Tropical Shipping’s results of operations, cash flows and financial condition.

Nicor has credit risk that could adversely affect the company’s results of operations, cash flows and financial condition.

Nicor extends credit to its counterparties.  Despite what the company believes to be prudent credit policies and the maintenance of netting arrangements, the company is exposed to the risk that it may not be able to collect amounts owed to it.  If counterparties fail to perform and any collateral the company has secured is inadequate, it could adversely affect the company’s results of operations, cash flows and financial condition.

The company is involved in legal or administrative proceedings before various courts and governmental bodies that could adversely affect the company’s results of operations, cash flows and financial condition.

The company is involved in legal or administrative proceedings before various courts and governmental bodies with respect to general claims, rates, taxes, environmental issues, gas cost prudence reviews and other matters.  Adverse decisions regarding these matters, to the extent they require the company to make payments in excess of amounts provided for in its financial statements, could adversely affect the company’s results of operations, cash flows and financial condition.

Changes in taxation could adversely affect the company’s results of operations, cash flows and financial condition.

Various tax and fee increases may occur in locations in which the company operates.  The company cannot predict whether legislation or regulation will be introduced, the form of any legislation or regulation, or whether any such legislation or regulation will be passed by the legislatures or other governmental bodies.  New taxes or an increase in tax rates would increase tax expense and could adversely affect the company’s results of operations, cash flows and financial condition.
 
 
10
 

 
Changes in the laws and regulations regarding the sale and marketing of products and services offered by Nicor’s other energy ventures could adversely affect the results of operations, cash flows and financial condition of Nicor.

Nicor’s other energy ventures provide various energy-related products and services.  These include sales of natural gas and utility-bill management services to residential and small commercial customers, the sale, repair, maintenance and warranty of heating, air conditioning and indoor air quality equipment and wholesale natural gas supply services.  The sale and marketing of these products and services by Nicor’s other energy ventures are subject to various state and federal laws and regulations.  Changes in these laws and regulations could impose additional costs on, or restrict or prohibit certain activities by, Nicor’s other energy ventures which could adversely affect the results of operations, cash flows and financial condition of Nicor.

The risks described above should be carefully considered in addition to the other cautionary statements and risks described elsewhere, and the other information contained in this report and in Nicor’s other filings with the SEC, including its subsequent reports on Forms 10-Q and 8-K.  The risks and uncertainties described above are not the only risks Nicor faces although they are the most significant risks. See Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 7A – Quantitative and Qualitative Disclosures About Market Risk, and Item 8 – Notes to the Consolidated Financial Statements – Note 10 – Income Taxes and Note 21 – Contingencies for further discussion of these and other risks Nicor faces.
                     
Item 1B.

None.

Item 2.

Information concerning Nicor and its major subsidiaries’ properties is included in Item 1 – Business, and is incorporated herein by reference.  These properties are suitable, adequate and utilized in the company’s operations.

Item 3.

See Item 8 – Notes to the Consolidated Financial Statements – Note 21 – Contingencies, which is incorporated herein by reference.

Item 4.

None.


11
 

 
Executive Officers of the Registrant

Name
 
Age
 
Current Position and Background
         
Russ M. Strobel
 
56
 
Chairman, Nicor and Nicor Gas (since 2005); Chief Executive Officer, Nicor (since 2005); Chief Executive Officer, Nicor Gas (since 2003); President, Nicor and Nicor Gas (since 2002).
         
Richard L. Hawley
 
59
 
Executive Vice President and Chief Financial Officer, Nicor and Nicor Gas (since 2003).
         
Rocco J. D’Alessandro
 
50
 
Executive Vice President Operations, Nicor Gas (since 2006); Senior Vice President Operations, Nicor Gas (2002-2006).
         
Daniel R. Dodge
 
55
 
Executive Vice President Diversified Ventures, Nicor (since 2007); Senior Vice President Diversified Ventures and Corporate Planning, Nicor and Nicor Gas (2002-2007).
         
Claudia J. Colalillo
 
59
 
Senior Vice President Human Resources and Corporate Communications, Nicor and Nicor Gas (since 2002).
         
Paul C. Gracey, Jr.
 
49
 
Senior Vice President, General Counsel and Secretary, Nicor and Nicor Gas (since 2006); Vice President, General Counsel and Secretary, Nicor and Nicor Gas (2002-2006).
         
Gerald P. O’Connor
 
 
 
57
 
Senior Vice President Finance and Strategic Planning, Nicor and Nicor Gas (since 2007); Senior Vice President Finance and Treasurer, Nicor and Nicor Gas (2006-2007); Vice President Administration and Finance, Nicor and Nicor Gas (2004-2006); Temporary General Manager - Internal Audit, Nicor and Nicor Gas (2003-2004); Partner, Tatum Partners L.L.C., professional services (2003-2004).
         
Douglas M. Ruschau
 
50
 
Vice President and Treasurer, Nicor and Nicor Gas (since 2007); Vice President Finance and Treasurer, Peoples Energy Corporation (2002-2007).
         
Karen K. Pepping
 
44
 
Vice President and Controller, Nicor and Nicor Gas (since 2006); Assistant Vice President and Controller, Nicor and Nicor Gas (2005-2006); Assistant Controller, Nicor and Nicor Gas (2003-2005).
         
Rick Murrell
 
62
 
Chairman and President, Tropical Shipping and Construction Company Limited (since 2006); President and CEO, Tropical Shipping and Birdsall Inc. (1987-2005).
         
 
12
 

 
PART II

Item 5.

Nicor common stock is listed on the New York and Chicago Stock Exchanges.  At February 17, 2009, there were approximately 18,500 common stockholders of record and the closing stock price was $31.76.

   
Stock price
   
Dividends
 
Quarter
 
High
   
Low
   
Declared
 
                   
2008
                 
First
  $
42.70
    $
32.35
    $
.465
 
Second
   
44.55
     
33.33
     
.465
 
Third
   
51.99
     
38.01
     
.465
 
Fourth
   
48.42
     
32.53
     
.465
 
                         
2007
                       
First
  $
49.76
    $
44.46
    $
.465
 
Second
   
53.66
     
42.17
     
.465
 
Third
   
48.20
     
37.80
     
.465
 
Fourth
   
45.16
     
39.18
     
.465
 
                         

In 2001, Nicor announced a $50 million common stock repurchase program, under which Nicor may purchase its common stock as market conditions permit through open market transactions and to the extent cash flow is available after other cash needs and investment opportunities.  There have been no repurchases under this program during 2008 or 2007.  As of December 31, 2008, $21.5 million remained authorized for the repurchase of common stock.


13
 

 
STOCK PERFORMANCE GRAPH

The following graph shows a five-year comparison of cumulative total returns for Nicor Common Stock, the S&P Utilities Index and the S&P 500 Index (both of which include Nicor Common Stock) as of December 31 of each of the years indicated, assuming $100 was invested on January 1, 2004, and all dividends were reinvested.

Comparison of Five-Year Cumulative Total Return
 
 
   
2004
   
2005
   
2006
   
2007
   
2008
 
                               
Nicor
  $
114
    $
127
    $
158
    $
150
    $
129
 
S&P Utilities
   
124
     
145
     
175
     
209
     
149
 
S&P 500
   
111
     
116
     
135
     
142
     
 90
 


14
 

 
Nicor Inc.
 
   
Item 6.
(in millions, except per share data)
                             
                                 
     
Year ended December 31
 
     
2008
   
2007
   
2006
   
2005
   
2004
 
                                 
Operating revenues
  $ 3,776.6     $ 3,176.3     $ 2,960.0     $ 3,357.8     $ 2,739.7  
                                           
Operating income
  $ 185.0     $ 206.5     $ 202.5     $ 201.7     $ 137.7  
                                           
Net income
    $ 119.5     $ 135.2     $ 128.3     $ 136.3     $ 75.1  
                                           
Earnings per average share of common stock
                                 
Basic
    $ 2.64     $ 2.99     $ 2.88     $ 3.08     $ 1.71  
Diluted
    2.63       2.99       2.87       3.07       1.70  
                                           
Dividends declared per common share
  $ 1.86     $ 1.86     $ 1.86     $ 1.86     $ 1.86  
                                           
Property, plant and equipment
                                       
Gross
    $ 4,802.4     $ 4,611.7     $ 4,479.7     $ 4,351.3     $ 4,143.6  
Net
      2,858.6       2,757.3       2,714.7       2,659.1       2,549.8  
   
                                         
Total assets
  $ 4,784.0     $ 4,271.3     $ 4,137.2     $ 4,453.4     $ 3,993.9 *
                                           
Capitalization
                                       
Long-term debt, net of unamortized discount
  $ 448.0     $ 422.8     $ 497.5     $ 485.8     $ 495.3  
Mandatorily redeemable preferred stock
    .6       .6       .6       .6       1.6  
Common equity
    973.1       945.2       876.1       814.8       752.6  
      $ 1,421.7     $ 1,368.6     $ 1,374.2     $ 1,301.2     $ 1,249.5  
                                           
                                           
See Item 1A - Risk Factors and Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations for factors that can impact year-to-year comparisons
 
and may affect the future performance of Nicor's business.
 
 
                                         
* Periods prior to 2008 were adjusted due to the retrospective application of FSP No. FIN 39-1, Amendment of FIN 39, Offsetting of Amounts Related to Certain Contracts.  See
 
Item 8 - Notes to the Consolidated Financial Statements - Note 2 - New Accounting Pronouncements for further information.
 
 
                         

 
Item 7.

The purpose of this financial review is to explain changes in operating results and financial condition from 2006 to 2008 and to discuss business trends that might affect Nicor.  Certain terms used herein are defined in the glossary on pages ii and iii.  The discussion is organized into six sections – Summary, Results of Operations, Financial Condition and Liquidity, Outlook, Contingencies and Critical Accounting Estimates.

SUMMARY

Nicor is a holding company.  Gas distribution is Nicor’s primary business.  Nicor’s subsidiaries include Nicor Gas, one of the nation’s largest distributors of natural gas, and Tropical Shipping, a transporter of containerized freight in the Bahamas and the Caribbean region.  Nicor also owns several energy-related ventures, including Nicor Services, Nicor Solutions and Nicor Advanced Energy, which provide energy-related products and services to retail markets, and Nicor Enerchange, a wholesale natural gas marketing company.  Nicor also has equity interests in energy-related businesses.

Net income and diluted earnings per common share are presented below (in millions, except per share data):
 
   
2008
   
2007
   
2006
 
                   
Net income
  $
119.5
    $
135.2
    $
128.3
 
                         
Diluted earnings per common share
  $
2.63
    $
2.99
    $
2.87
 

When comparing 2008 results to 2007, net income and diluted earnings per common share for 2007 include pretax mercury-related recoveries of $8.0 million ($.11 per share) associated with Nicor Gas’ mercury inspection and repair program which included a reduction of $7.2 million to the company’s previously established reserve and $0.8 million in cost recoveries.  Net income and diluted earnings per common share for 2008 include pretax mercury-related costs of $0.6 million ($.01 per share).  Year over year comparisons (excluding the effects of the items noted above) reflect improved operating results in the company’s gas distribution business and higher income from equity investments, which were more than offset by lower operating income in the company’s shipping business and other energy-related businesses, lower corporate operating results and higher interest expense.

When comparing 2007 results to 2006, net income and diluted earnings per common share for 2007 include the mercury-related recoveries noted above.  Net income and diluted earnings per common share for 2006 include a $10 million charge ($.22 per share and non-deductible for tax purposes) associated with the company’s settlement of an inquiry by the staff of the SEC Enforcement Division and a pretax recovery of $3.8 million ($.05 per share) associated with Nicor Gas’ mercury inspection and repair program.  Year over year comparisons (excluding the effects of the items noted above) reflect improved operating income in the company’s gas distribution and other energy-related businesses, and lower interest expense, which were more than offset by lower operating income in the company’s shipping business, lower corporate operating results, lower income from equity investments and higher average shares outstanding in 2007.


16
 

 
Rate proceeding.  On April 29, 2008, Nicor Gas filed with the ICC for an overall increase in rates.  The company’s filing, as updated, provides a revenue increase of $140.4 million for a rate of return on rate base of 9.27 percent, which reflects an 11.15 percent cost of common equity.  The requested rate increase is needed to recover higher operating costs and increased capital investments.

In its rate filing, Nicor Gas has proposed some new rate adjustment mechanisms.  These include mechanisms that would adjust rates to reflect certain changes in the company’s bad debt expense and cost of gas used for operations.  Also included are a volume balancing rider that would adjust rates to recover fixed costs, an energy efficiency rider that would fund energy efficiency programs and a rider that would adjust rates to recover a portion of capital expenditures incurred to replace certain older infrastructure.

On February 9, 2009, the ALJs’ proposed order was issued recommending an increase in base revenues of approximately $68.8 million, a rate of return on rate base of 7.57 percent and a rate of return on equity of 10.17 percent.  The proposed order also includes approval of a volume balancing rider that would adjust rates to recover fixed costs and an energy efficiency rider that would fund energy efficiency programs.

Nicor Gas and other parties to the proceeding will have the opportunity to file written briefs to identify points where they agree or disagree with the proposed order.  After considering these briefs, the ALJs may modify the proposed order before submitting it as their recommendation to the ICC commissioners.  The ICC commissioners will then make the final decision on Nicor Gas' rate increase request and that decision may differ from the ALJs' recommendation.  That final decision is expected to be issued no later than March 25, 2009.  New rates would be effective prospectively.

Capital market environment.  The volatility in the capital markets during 2008 has caused general concern over the valuations of investments, exposure to increased credit risk and pressures on liquidity.  The company has reviewed its investments, exposure to credit risk and sources of liquidity and, with the exception of the impact on postretirement benefit costs discussed below, does not currently expect any future material adverse impacts relating to these items.

The company sponsored defined benefit pension plan experienced significant declines in the market values of its investments in 2008.  These market value declines adversely impact the company’s future postretirement benefit costs in two ways.  First, the expected return on the pension plan’s assets (which serves to reduce postretirement benefit costs) will decline as a result of the lower asset market values.  Second, the pension plan’s 2008 actuarial losses (largely due to the decline in asset market values) will be amortized over the average remaining service life of plan participants.  As a regulated utility, Nicor Gas expects continued rate recovery of the eligible costs of its defined benefit postretirement plans and, accordingly, associated changes in the plan’s funded status have been deferred as a regulatory asset or liability until recognized in net income, instead of being recorded in accumulated other comprehensive income.  The adverse impact of both factors on 2009 postretirement benefit costs compared to 2008 costs is approximately $30 million.  About one-fourth of this added cost will be capitalized as a cost of constructing gas distribution facilities and the remainder will be included in gas distribution operating and maintenance expense, net of any amounts charged to affiliates.  The fair value of the company’s defined benefit pension plan assets still exceeds the projected benefit obligation at December 31, 2008.  The company does not expect to make any contributions to the plan in 2009.  However, if market values of the plan assets continue to significantly decline, the company may be required to make a contribution.

Details of various financial and operating information by segment can be found on the pages that follow.


17
 

 
Operating income by segment.  Operating income (loss) by major business segment is presented below (in millions):
 
   
2008
   
2007
   
2006
 
                   
Gas distribution
  $ 124.4     $ 128.7     $ 123.9  
Shipping
    39.3       45.4       47.5  
Other energy ventures
    25.3       34.0       26.6  
Corporate and eliminations
    (4.0 )     (1.6 )     4.5  
    $ 185.0     $ 206.5     $ 202.5  

The following summarizes operating income (loss) comparisons by major business segment:

·  
Gas distribution operating income decreased $4.3 million in 2008 compared to the prior year due primarily to higher operating and maintenance expense ($24.8 million increase), the absence of $8.0 million in mercury-related recoveries recorded in 2007, higher depreciation expense ($5.3 million increase) and lower gains on property sales ($1.2 million decrease), partially offset by higher gas distribution margin ($35.7 million increase).
 
Gas distribution operating income increased $4.8 million in 2007 compared to the prior year due primarily to higher gas distribution margin ($8.1 million increase) and mercury-related recoveries ($4.4 million increase), partially offset by higher depreciation expense ($5.5 million increase), operating and maintenance expense ($1.3 million increase) and lower gains on property sales ($1.3 million decrease).

·  
Shipping operating income decreased $6.1 million in 2008 compared to the prior year as higher operating revenues ($21.3 million increase) were more than offset by higher operating costs ($27.4 million increase).  Higher operating revenues were attributable to higher average rates ($39.9 million increase), partially offset by lower volumes shipped ($18.6 million decrease).  Operating costs were higher due primarily to higher transportation-related costs ($20.7 million increase).
 
Shipping operating income decreased $2.1 million in 2007 as compared to the prior year as higher operating revenues ($5.6 million increase) were more than offset by higher operating costs ($7.7 million increase).  Higher operating revenues were attributable to higher volumes shipped ($6.8 million increase).  Higher operating costs were due primarily to higher transportation-related costs ($7.1 million increase) which includes fuel.

·  
Nicor’s other energy ventures operating income decreased $8.7 million in 2008 compared to the prior year due primarily to lower operating income at Nicor Enerchange ($11.9 million decrease), partially offset by higher operating income at Nicor’s energy-related products and services businesses ($4.8 million increase).  Lower operating income at Nicor Enerchange was due primarily to unfavorable changes in valuations of derivative instruments used to hedge purchases and sales of natural gas inventory and lower results from the company’s risk management activities associated with hedging the product risks of the utility-bill management contracts offered by Nicor’s energy-related products and services businesses, partially offset by the favorable costing of physical sales activity.  Improved operating results at Nicor’s energy-related products and services businesses were due to lower operating expenses ($12.2 million decrease), partially offset by lower operating revenues ($7.4 million decrease).

Nicor’s other energy ventures operating income increased $7.4 million in 2007 compared to the prior year due to higher operating income at Nicor’s energy-related products and services businesses ($3.9 million increase) and higher operating income at Nicor Enerchange ($3.5 million increase).  Improved operating results at Nicor’s energy-related products and services businesses were due to higher operating revenues ($6.3 million increase), partially offset by higher operating expenses ($2.4 million increase).  Improved operating results at Nicor Enerchange were due primarily to the favorable
 
 
18 

 
costing of physical sales activity and improved results from the company’s risk management activities associated with hedging the product risks of the utility-bill management contracts offered by Nicor’s energy-related products and services businesses, partially offset by unfavorable changes in valuations of derivative instruments used to hedge purchases and sales of natural gas inventory.

Nicor Enerchange uses derivatives to mitigate commodity price risk in order to substantially lock-in the profit margin that will ultimately be realized.  A source of commodity price risk arises as Nicor Enerchange purchases and holds natural gas in storage to earn a profit margin from its ultimate sale.  However, gas stored in inventory is required to be accounted for at the lower of weighted-average cost or market, whereas the derivatives used to reduce the risk associated with a change in the value of the inventory are carried at fair value, with changes in fair value recorded in operating results in the period of change.  In addition, Nicor Enerchange also uses derivatives to mitigate the commodity price risks of the utility-bill management products offered by Nicor’s energy-related products and services businesses.  The gains and losses associated with the utility-bill management products are recognized in the months that the services are provided.  However, the underlying derivatives used to hedge the price exposure are carried at fair value.  For those derivatives that don’t meet the requirements for hedge accounting, the changes in fair value are recorded in operating results in the period of change.  As a result, earnings are subject to volatility as the fair value of derivatives change.  The volatility resulting from this accounting can be significant from period to period.

·  
“Corporate and eliminations” operating income for 2008, 2007 and 2006 was impacted by the following items:

In 2008, corporate and eliminations’ operating income included $6.2 million of costs associated with Nicor’s other energy ventures’ utility-bill management products attributable to colder than normal weather (excludes costs of approximately $0.6 million recorded within other energy ventures).  In 2006, corporate and eliminations’ operating income included $9.5 million of benefits associated with Nicor’s other energy ventures’ utility-bill management products attributable to warmer than normal weather (excludes costs of approximately $0.7 million recorded within other energy ventures).  In 2007, there was no material weather impact related to other energy ventures’ utility-bill management contracts.  The above noted benefits or costs resulting from variances from normal weather related to these products are recorded primarily at the corporate level as a result of an agreement between the parent company and certain of its subsidiaries.  The weather impact of these contracts generally serves to partially offset the gas distribution segment’s weather risk.  The amount of the offset attributable to the utility-bill management products marketed by Nicor’s other energy ventures will vary depending upon a number of factors including the time of year, weather patterns, the number of customers for these products and the market price for natural gas.

In 2008, corporate and eliminations’ operating income included recoveries of previously incurred legal costs of $3.1 million. The legal cost recoveries were from a counterparty with whom Nicor previously did business during the PBR timeframe.  The total recovery was $5.0 million, of which $3.1 million was allocated to corporate and $1.9 million was allocated to the gas distribution segment (recorded as a reduction to operating and maintenance expense).

In 2006, corporate and eliminations’ operating income included a $10 million charge (non-deductible for tax purposes) relating to a settlement with the SEC of claims of securities law violations relating to the PBR plan.  The company neither admitted nor denied any wrongdoing in the matter.

In 2006, corporate and eliminations’ operating income included insurance recoveries of $5.2 million related to previously incurred legal expenses associated with securities class actions and shareholder derivative lawsuits settled in prior years.


19
 

 
RESULTS OF OPERATIONS

Details of various financial and operating information by segment can be found in the tables throughout this review.  The following discussion summarizes the major items impacting Nicor’s operating income.

Operating revenues.  Operating revenues by major business segment are presented below (in millions):

   
2008
   
2007
   
2006
 
                   
Gas distribution
  $ 3,206.9     $ 2,627.5     $ 2,452.3  
Shipping
    425.2       403.9       398.3  
Other energy ventures
    230.3       244.5       215.9  
Corporate and eliminations
    (85.8 )     (99.6 )     (106.5 )
    $ 3,776.6     $ 3,176.3     $ 2,960.0  

Gas distribution revenues are impacted by changes in natural gas costs, which are passed directly through to customers without markup, subject to ICC review.  Gas distribution revenues increased $579.4 million in 2008 compared to the prior year due primarily to higher natural gas costs (approximately $370 million increase) and colder weather in 2008 (approximately $185 million increase).

Gas distribution revenues increased $175.2 million in 2007 compared to the prior year due to colder weather in 2007 (approximately $240 million increase), partially offset by lower natural gas prices (approximately $25 million decrease) and demand unrelated to weather (approximately $12 million decrease).

Shipping segment operating revenues increased $21.3 million in 2008 compared to the prior year due to higher average rates ($39.9 million increase), partially offset by lower volumes shipped ($18.6 million decrease).  Rates were higher due primarily to cost-recovery surcharges for fuel.  Volumes shipped were adversely impacted by decreased construction cargo, decreased tourism and increased competition.  During the second quarter of 2008, Tropical Shipping completed an acquisition of the assets of Caribtran, Inc., which is expected to add approximately 4 percent to expected shipping revenues on an annual basis.

Shipping segment operating revenues increased $5.6 million in 2007 compared to the prior year due to higher volumes shipped.  Volumes were higher due primarily to increased interisland shipments.  Volumes shipped in 2007 were adversely impacted by increased competition in several of the ports served, the strategic decision not to compete for certain low margin business, decreased construction cargo for hurricane recovery projects and changing global trade patterns.

Nicor’s other energy ventures operating revenues decreased $14.2 million in 2008 compared to the prior year due primarily to lower revenues at Nicor’s energy-related products and services businesses ($7.4 million decrease) and Nicor Enerchange ($6.7 million decrease).  Lower revenues at Nicor’s energy-related products and services businesses were due to lower average revenue per utility-bill management contract, attributable to product mix.  Lower revenues at Nicor Enerchange were due primarily to unfavorable changes in valuations of derivative instruments used to hedge purchases and sales of natural gas inventory and lower results from the company’s risk management activities associated with hedging the product risks of the utility-bill management contracts offered by Nicor’s energy-related products and services businesses, partially offset by the favorable costing of physical sales activity.

Nicor’s other energy ventures operating revenues increased $28.6 million in 2007 compared to the prior year due to higher revenues at Nicor Enerchange ($22.3 million increase) and Nicor’s energy-related products and services businesses ($6.3 million increase).  Higher revenues at Nicor Enerchange were due, in part, to the favorable costing of physical sales activity and improved results from the company’s risk management activities associated with hedging the product risks of the utility-bill management contracts offered by Nicor’s energy-related products and services businesses, partially offset by unfavorable
 
 
20 

 
changes in valuations of derivative instruments used to hedge purchases and sales of natural gas inventory.  Higher revenues at Nicor’s energy-related products and services businesses were attributable to an increase in average customer contracts ($6.6 million increase).

Corporate and eliminations primarily reflects the elimination of gas distribution revenues against Nicor Solutions’ expenses for customers purchasing the utility-bill management  products.

Gas distribution margin.  Nicor utilizes a measure it refers to as “gas distribution margin” to evaluate the operating income impact of gas distribution revenues.  Gas distribution revenues include natural gas costs, which are passed directly through to customers without markup, subject to ICC review, and revenue taxes, for which Nicor Gas earns a small administrative fee.  These items often cause significant fluctuations in gas distribution revenues, with equal and offsetting fluctuations in cost of gas and revenue tax expense, with no direct impact on gas distribution margin.

A reconciliation of gas distribution revenues and margin follows (in millions):

   
2008
   
2007
   
2006
 
                   
Gas distribution revenues
  $ 3,206.9     $ 2,627.5     $ 2,452.3  
Cost of gas
    (2,427.8 )     (1,906.5 )     (1,743.7 )
Revenue tax expense
    (171.1 )     (148.7 )     (144.4 )
Gas distribution margin
  $ 608.0     $ 572.3     $ 564.2  

Gas distribution margin increased $35.7 million in 2008 compared to the prior year due primarily to colder weather (approximately $15 million increase) and the impact of customer interest (approximately $12 million increase).

Gas distribution margin increased $8.1 million in 2007 compared to the prior year due to colder weather (approximately $17 million increase), partially offset by lower average distribution rates (approximately $6 million decrease which included the negative impact of approximately $2 million attributable to the ICC’s rate order rehearing decision that went into effect in April 2006) and the impact of customer interest (approximately $2 million decrease).

Gas distribution operating and maintenance expense.  Gas distribution operating and maintenance expense increased $24.8 million in 2008 compared to the prior year due primarily to higher bad debt expense ($17.7 million increase) and payroll and benefit-related costs ($4.9 million increase).  Higher bad debt expense is attributable to higher revenues and worsening economic conditions. Also included in gas distribution operating and maintenance expense for 2008 were recoveries of previously incurred costs ($3.9 million, of which $2.0 million relates to a recovery of costs associated with the prior year PCB matter and $1.9 million relates to legal cost recoveries from a counterparty with whom Nicor previously did business during the PBR timeframe).

Gas distribution operating and maintenance expense increased $1.3 million in 2007 compared to the prior year.  Higher bad debt expense ($14.9 million increase) was partially offset by lower company use gas and storage-related gas costs ($13.1 million decrease) attributable primarily to lower prices paid for natural gas.


21
 

 
Other gas distribution operating expenses.  Mercury-related costs (recoveries), net reflect the estimated costs, recoveries and reserve adjustments associated with the company’s mercury inspection and repair program.  Mercury-related costs in 2008 were $0.6 million.  Mercury-related recoveries in 2007 reflect a $7.2 million reserve adjustment and $0.8 million in cost recoveries recorded during the first quarter of 2007.  In 2006, a mercury-related recovery of $3.8 million was realized from a settlement reached with an independent contractor of Nicor Gas.  Additional information about the company’s mercury inspection and repair program is presented in Item 8 – Notes to the Consolidated Financial Statements – Note 21 – Contingencies – Mercury.

Property sale gains and losses vary from year-to-year depending upon property sales activity.  During 2008, 2007 and 2006, Nicor Gas realized pretax gains of $0.8 million, $2.0 million and $3.3 million, respectively.  The company periodically assesses its ownership of certain real estate holdings.

Shipping operating expenses.  Shipping segment operating expenses increased $27.4 million in 2008 compared to the prior year due primarily to higher transportation-related costs ($20.7 million increase) attributable primarily to increased fuel costs.

Shipping segment operating expenses increased $7.7 million in 2007 compared to the prior year due primarily to higher transportation-related costs ($7.1 million increase) which includes fuel.

Other energy ventures operating expenses.  Nicor’s other energy ventures operating expenses decreased $5.5 million in 2008 compared to the prior year due to a decrease in operating expenses at Nicor’s energy-related products and services businesses ($12.2 million decrease), partially offset by an increase in operating expenses at Nicor Enerchange ($5.2 million increase).  The decrease in operating expenses at Nicor’s energy-related products and services businesses was due to lower average costs associated with utility bill management contracts, attributable to product mix.  Higher operating expenses at Nicor Enerchange were due primarily to an increase in charges resulting from increased transportation capacity.

Nicor’s other energy ventures operating expenses increased $21.2 million in 2007 compared to the prior year.  Approximately $18 million of the variance is related to transportation and storage charges at Nicor Enerchange.  In addition, there were higher expenses at Nicor’s energy-related products and services businesses ($2.4 million increase) reflecting higher costs associated with customer contracts ($2.9 million increase) due, in part, to an increase in average customer contracts.

Litigation charges (recoveries), net.  In 2006, Nicor recorded a $10 million charge (non-deductible for tax purposes) relating to a settlement with the SEC of claims of securities law violations relating to the PBR plan.  The company neither admitted nor denied any wrongdoing in the matter.

Other corporate expenses and eliminations.  Other corporate operating expenses (income) were ($2.0) million, $1.8 million and ($5.2) million in 2008, 2007 and 2006, respectively.  In 2008 and 2006, Nicor recorded recoveries of previously incurred legal costs.  Also included in the amounts for all years presented are certain business development costs.

Intercompany eliminations were ($79.8) million, ($99.8) million and ($115.8) million in 2008, 2007 and 2006, respectively, and related primarily to utility-bill management products.
 

22
 

 
Interest expense.  Interest expense increased $2.2 million in 2008 compared to the prior year.  This increase reflects the impact of higher interest on income tax matters ($5.4 million increase) and higher average borrowing levels, partially offset by lower average interest rates.  In 2007, Nicor recorded the effects of a settlement with the IRS related to the timing of certain deductions taken as part of a change in accounting method on its 2002 tax return.  As a result of the settlement, Nicor reduced its reserve for interest payable by $9.6 million.

Interest expense decreased $11.2 million in 2007 compared to the prior year.  This decrease reflects the impact of lower interest on income tax matters ($9.0 million decrease) attributable to the previously mentioned settlement with the IRS and lower average borrowing levels.

Net equity investment income.  Net equity investment income increased $3.1 million in 2008 compared to the prior year due primarily to higher income from Triton ($1.3 million increase) and EN Engineering ($1.3 million increase).

Net equity investment income decreased $4.8 million in 2007 compared to the prior year due primarily to the sale in 2006 of an equity investment ($3.8 million decrease, of which $2.4 million related to a gain on the sale and $1.4 million related to equity income recognized in 2006).

Equity investment results include $6.4 million, $5.1 million and $5.8 million for 2008, 2007 and 2006, respectively, for Nicor’s share of income from Triton.

Income tax expense.  In 2006, the company reorganized certain shipping and related operations.  The reorganization allows the company to take advantage of certain provisions of the Jobs Act that provide the opportunity for tax savings subsequent to the date of the reorganization.  Generally, to the extent foreign shipping earnings are not repatriated to the United States, such earnings are not expected to be subject to current taxation.  In addition, to the extent such earnings are expected to be indefinitely reinvested offshore, no deferred income tax expense would be recorded by the company.  For the years ended December 31, 2008 and 2007, income tax expense has not been provided on approximately $23 million and $39 million, respectively, of foreign company shipping earnings that are expected to be indefinitely reinvested offshore.

The effective income tax rate was 27.0 percent, 26.6 percent and 26.3 percent for 2008, 2007 and 2006, respectively.  The higher effective income tax rate in 2008 compared to 2007 reflects a decrease in untaxed foreign earnings in 2008, offset, in part, by tax reserve adjustments.  The increase in the 2007 effective income tax rate compared to 2006 reflects the recognition of tax benefits in 2006 related to the reorganization of the company’s shipping and related operations offset, in part, by the non-deductible $10 million charge in 2006 associated with the company’s SEC inquiry and an increase in 2007 of untaxed foreign earnings.


23
 


Nicor Inc.
                 
                   
                   
Gas Distribution Statistics
                 
   
2008
   
2007
   
2006
 
                   
Operating revenues (millions)
                 
Sales
                 
Residential
  $ 2,176.2     $ 1,791.4     $ 1,671.1  
Commercial
    551.4       426.2       373.9  
Industrial
    61.9       47.6       42.8  
      2,789.5       2,265.2       2,087.8  
Transportation
                       
Residential
    40.9       31.1       32.0  
Commercial
    82.2       76.7       82.1  
Industrial
    38.3       37.5       41.0  
Other
    25.7       10.6       3.7  
      187.1       155.9       158.8  
Other revenues
                       
Revenue taxes
    174.0       149.6       147.7  
Environmental cost recovery
    9.7       10.9       11.6  
Chicago Hub
    11.3       19.0       26.4  
Other
    35.3       26.9       20.0  
      230.3       206.4       205.7  
    $ 3,206.9     $ 2,627.5     $ 2,452.3  
                         
Deliveries (Bcf)
                       
Sales
                       
Residential
    214.4       201.8       185.9  
Commercial
    54.7       48.7       41.8  
Industrial
    6.4       5.7       5.0  
      275.5       256.2       232.7  
Transportation
                       
Residential
    25.6       19.7       17.0  
Commercial
    93.1       84.6       80.4  
Industrial
    103.9       107.8       108.6  
      222.6       212.1       206.0  
      498.1       468.3       438.7  
                         
Year-end customers (thousands)
                       
Sales
                       
Residential
    1,760       1,789       1,807  
Commercial
    130       128       123  
Industrial
    8       7       7  
      1,898       1,924       1,937  
Transportation
                       
Residential
    222       191       166  
Commercial
    53       54       57  
Industrial
    5       5       6  
      280       250       229  
      2,178       2,174       2,166  
                         
Other statistics
                       
Degree days
    6,348       5,756       5,174  
Colder (warmer) than normal (1)
    9%       (1%)       (11%)  
Average gas cost per Mcf sold
  $ 8.76     $ 7.36     $ 7.44  
                         
(1) Normal weather for Nicor Gas' service territory, for purposes of this report, is considered to be 5,830 degree days per year.
 
 
                       

 
24 
 


Shipping Statistics
 
2008
   
2007
   
2006
 
                   
TEUs shipped (thousands)
    197.1       206.6       203.1  
Average revenue per TEU
  $ 2,158     $ 1,955     $ 1,961  
                         
At end of period
                       
Ports served
    25       26       27  
Vessels operated
    17       19       18  

FINANCIAL CONDITION AND LIQUIDITY

The company believes it has access to adequate resources to meet its needs for capital expenditures, debt redemptions, dividend payments and working capital.  These resources include net cash flow from operating activities, access to capital markets, lines of credit and short-term investments.  Recent capital market conditions are not currently expected to have a material adverse impact on the company’s ability to access capital.

Operating cash flows.  The gas distribution business is highly seasonal and operating cash flow may fluctuate significantly during the year and from year-to-year due to factors such as weather, natural gas prices, the timing of collections from customers, natural gas purchasing, and storage and hedging practices.  The company relies on short-term financing to meet seasonal increases in working capital needs.  Cash requirements generally increase over the last half of the year due to increases in natural gas purchases, gas in storage and accounts receivable.  During the first half of the year, positive cash flow generally results from the sale of gas in storage and the collection of accounts receivable.  This cash is typically used to substantially reduce, or eliminate, short-term debt during the first half of the year.

Nicor maintains margin accounts related to financial derivative transactions.  These margin accounts may cause large fluctuations in cash needs or sources in a relatively short period of time due to daily settlements resulting from changes in natural gas futures prices.  The company manages these fluctuations with short-term borrowings and investments.

In 2003, Nicor received an income tax refund of approximately $100 million attributable to a tax loss carryback associated with a change in tax accounting method (which increased its deferred income tax liability), subject to IRS review and approval as part of normal ongoing audits.  Through December 31, 2004, the total current tax benefits previously recorded under this accounting method approximated $135 million (amounts recorded were offset by increases to the deferred tax liability with no net effect on reported net federal income tax expense).  In 2005, the IRS revised the regulations pertaining to the aforementioned tax accounting method.  The new regulations required repayment in 2005 and 2006 of amounts previously taken as current tax deductions.  During 2006 and 2005, the company reclassified income tax expense from deferred to current and repaid approximately $135 million equally over those years.

Investing activities.  Net cash flow used for investing activities was $265.3 million, $193.9 million and $192.2 million in 2008, 2007 and 2006, respectively.

During the second quarter of 2008, Tropical Shipping acquired the assets of Caribtran, Inc., a provider of less-than-container load and full container load consolidation services from the United States to the Caribbean and Central America.
 

25
 

 
Capital expenditures.  Capital expenditures is an internal measure utilized by management that represents cash additions to property, plant and equipment, adjusted for items including the accrual of work performed through period end and other non-cash items, contributions in aid of construction and expenditures associated with asset retirement obligations.  Capital expenditures by business segment are presented in the following table (in millions):

   
Estimated
                   
   
2009
   
2008
   
2007
   
2006
 
                         
Gas distribution
  $ 210     $ 229     $ 159     $ 164  
Shipping
    50       17       14       17  
Other energy ventures
    50       4       4       6  
    $ 310     $ 250     $ 177     $ 187  

Gas distribution segment capital expenditures increased in 2008 versus 2007 due to higher expenditures associated with gas distribution, transmission and storage system improvements (approximately $55 million increase), facility construction (approximately $15 million increase) and information technology improvements (approximately $10 million increase), partially offset by the impact of lower customer additions (approximately $10 million decrease).

Gas distribution segment capital expenditures decreased in 2007 versus 2006 due to a reduction in costs for information technology system improvements (approximately $7 million decrease) and the impact of lower customer additions (approximately $6 million decrease), partially offset by higher expenditures associated with storage system projects (approximately $5 million increase).

Capital expenditures in the gas distribution segment are expected to decrease in 2009 versus 2008 due to lower expenditures associated with gas distribution, transmission and storage system improvements, facility construction and information technology improvements, partially offset by higher capitalized overhead costs attributable to higher postretirement benefit costs.

Capital expenditures in the shipping segment increased in 2008 due to an increase in container replacements, partially offset by a decrease in facility expansion and freight handling equipment expenditures.

Capital expenditures in the shipping segment decreased in 2007 due primarily to the purchase of a vessel in 2006, partially offset by an increase in facility expansion and freight handling equipment.

Capital expenditures in the shipping segment are expected to increase in 2009 versus 2008 due primarily to the expected purchase of two vessels and higher expenditures related to containers and freight equipment.

Nicor’s capital budget also includes approximately $40 million in 2009 for the planned development of natural gas storage fields.  During 2008, Nicor announced the formation of a new wholly-owned subsidiary, Central Valley Gas Storage, LLC (“Central Valley”) which plans to develop an underground natural gas storage facility north of Sacramento, California.  Central Valley currently expects to start initial injections beginning in 2010 and full service by 2011.
 

26
 

 
Additional investing activities.  Yearly fluctuations in additional investing activities include the following items:
·  
Investing activities in all three years reflect increased short-term investments primarily at the company’s shipping segment.
·  
Investing activities in 2007 as compared to 2006 reflects the release of the $10.0 million from escrow associated with the settlement of the company’s SEC inquiry.

Financing activities.  The current credit ratings for Nicor Inc. and Nicor Gas are as follows:

   
Standard
& Poor’s
   
Moody’s
   
Fitch
 
Nicor Inc.
                 
Commercial Paper
    A-1+      
P-2
     
F-1
 
Senior Unsecured Debt
 
AA
     
n/a
     
A
 
Corporate Credit Rating
 
AA
     
n/a
     
n/a
 
                       
 
Nicor Gas
                 
Commercial Paper
    A-1+      
P-1
     
F-1
 
Senior Secured Debt
 
AA
     
A1
   
     AA-
 
Senior Unsecured Debt
 
AA
     
A2
     
A+
 
Corporate Credit Rating
 
AA
     
n/a
     
n/a
 

In April 2008, Standard & Poor’s affirmed its credit ratings and changed its outlook from Negative to Stable on both Nicor and Nicor Gas. In November 2008, Standard & Poor’s raised the rating on unsecured debt from AA- to AA for both Nicor and Nicor Gas.  The rating revision is the result of a change in methodology at Standard & Poor’s to better reflect the recovery prospects of creditors in the investor-owned utility operating sector.

Long-term debt.  The company typically uses the net proceeds from long-term debt for refinancing outstanding debt, for construction programs to the extent not provided by internally generated funds, and for general corporate purposes.

At December 31, 2008, Nicor Gas had the capacity to issue approximately $440 million of additional First Mortgage Bonds under the terms of its indenture.  The company’s shelf registration expired in December 2008.  The company expects to file a new shelf registration in early 2009.  Nicor believes it is in compliance with its debt covenants.  Nicor’s long-term debt agreements do not include ratings triggers or material adverse change provisions.  Substantially all gas distribution properties are subject to the lien of the indenture securing Nicor Gas’ First Mortgage Bonds.

In February 2009, the $50 million 5.37 percent First Mortgage Bond series matured and were retired.  The company expects to issue $50 million in First Mortgage Bonds in 2009.

In August 2008, Nicor Gas, through a private placement, issued $75 million First Mortgage Bonds at 6.25 percent, due in 2038.  Nicor Gas retired the $75 million 5.875 percent First Mortgage Bond series that became due in August 2008.


27
 

 
In 2006, Nicor Gas, through a private placement, issued $50 million of First Mortgage Bonds at 5.85 percent, due in 2036.  Proceeds from this issuance were applied to the $50 million 5.55 percent First Mortgage Bond series, which matured in 2006.

In 2005, Tropical Shipping obtained a $40 million two-year senior unsecured term loan which was used along with cash available from foreign subsidiaries to fund the repatriation of $132 million of its cumulative undistributed foreign earnings under the provisions of the Jobs Act.  As of December 31, 2006, this loan was paid in full.

Short-term debt.  In August 2008, Nicor Gas established a $600 million, 9-month seasonal revolver expiring May 2009, to replace the $400 million, 210-day seasonal revolver, which expired in May 2008.  In September 2005, Nicor and Nicor Gas established a $600 million, five-year revolver, expiring September 2010.  These facilities were established with major domestic and foreign banks and serve as backup for the issuance of commercial paper.  The company had $739.9 million and $369.0 million of commercial paper outstanding at December 31, 2008 and 2007, respectively.  The company expects that funding from commercial paper and related backup line-of-credit agreements will continue to be available in the foreseeable future and sufficient to meet estimated cash requirements.

Common stock. Nicor maintained its quarterly common stock dividend rate during 2008 of $0.465 per common share.  The company paid dividends on its common stock of $84.4 million, $84.1 million and $82.9 million in 2008, 2007 and 2006, respectively.  Nicor currently has no contractual or regulatory restrictions on the payment of dividends.

Nicor currently has a dividend reinvestment program that offers the opportunity to holders of Nicor common and preferred shares to purchase additional shares of Nicor common stock by reinvesting the dividends paid on all of their shares and/or making direct cash purchases.  Shares are acquired by Nicor on behalf of participants through purchases in the open market.  Nicor plans to amend the program in 2009 to allow Nicor to issue new shares of common stock as opposed to purchasing them in the open market.  Proceeds from the newly issued shares will be used for advances to or equity investments in its subsidiaries, for other investment opportunities, or for general corporate purposes.

In 2001, Nicor announced a $50 million common stock repurchase program.  Purchases may be made as market conditions permit through open market transactions and to the extent cash flow is available after other cash needs and investment opportunities.  There were no purchases under this program in 2008, 2007 and 2006, and at December 31, 2008, $21.5 million remained authorized for the repurchase of common stock.

Preferred Stock.  In 2007, Nicor redeemed 100 shares of 4.48 percent Mandatorily Redeemable Preferred Stock, $50 par value, at a per share redemption price of $43 plus accrued unpaid dividends.  There were 11,581 shares of the 4.48 percent Series Mandatorily Redeemable Preferred Stock, $50 par value, outstanding at December 31, 2008.

Off-balance sheet arrangements.  Nicor has certain guarantees, as further described in Item 8 Notes to the Consolidated Financial Statements – Note 20 – Guarantees and Indemnities.  The company believes the likelihood of any such payment under these guarantees is remote. No liability has been recorded for these guarantees.


28
 

 
Contractual obligations.  At December 31, 2008, Nicor had contractual obligations with payments due as follows (in millions):
                                                                           
   
 Payments due by period
 
   
Less
than 1
year
   
1-3
years
   
3-5
years
   
More
than 5
years
   
 
Total
 
                               
Purchase obligations
  $ 809.6     $ 363.1     $ 126.6     $ 7.7     $ 1,307.0  
Long-term debt
    50.0       75.0       -       375.0       500.0  
Fixed interest on long-term debt
    28.5       52.0       46.6       380.9       508.0  
Operating leases
    23.8       18.0       7.4       13.0       62.2  
Other long-term obligations
    .2       .2       -       .6       1.0  
    $ 912.1     $ 508.3     $ 180.6     $ 777.2     $ 2,378.2  

In addition to the contractual obligations included in the table above, Nicor has potential liabilities to taxing authorities (unrecognized tax benefits) which are dependent on the resolution of particular income tax positions.  The timing of future cash outflows, if any, associated with such potential liabilities is uncertain.  The company has accrued estimated unrecognized tax benefits of $10.8 million at December 31, 2008, of which approximately $6 million is reasonably expected to be paid within the next 12 months.

The company also has long-term obligations for postretirement benefits which are not included in the above table.  Information regarding the company’s obligations for postretirement benefits can be found in Item 8 – Notes to the Consolidated Financial Statements – Note 11 – Postretirement Benefits.

Purchase obligations consist primarily of natural gas purchase agreements, and natural gas transportation and storage contracts in the gas distribution and wholesale natural gas marketing business segments.  Natural gas purchase agreements include obligations to purchase natural gas at future market prices, calculated using December 31, 2008 NYMEX futures prices.

Operating leases are primarily for vessels, containers and equipment in the shipping segment, office space and equipment in the gas distribution segment and office space for the other energy ventures.  Tropical Shipping has certain equipment operating leases which include purchase and/or renewal options, at fair market amounts at the time of purchase or renewal.  Rental expense under operating leases was $41.7 million, $41.3 million and $41.7 million in 2008, 2007 and 2006, respectively.

In 2006, Nicor Gas signed an agreement to purchase approximately 16 Bcf of synthetic natural gas annually for a 20-year term beginning as early as 2010.  The agreement was contingent upon various milestones to be achieved by the counterparty to the agreement.  The counterparty failed to achieve certain of these milestones and the agreement terminated on July 1, 2008.

Labor negotiations.  The current labor contract between Nicor Gas and the International Brotherhood of Electrical Workers (IBEW) Local 19 expires on February 28, 2009.  The current agreement covers approximately 1,400 employees of Nicor Gas.  As of the filing date of this report, negotiations between IBEW representatives and the company continue.  Nicor Gas believes that there are adequate contingency plans in the event of a work stoppage, which the company currently does not expect.

Other.  Restrictions imposed by regulatory agencies and loan agreements limiting the amount of subsidiary net assets that can be transferred to Nicor are not expected to have a material impact on the company’s ability to meet its cash obligations.


29
 

 
OUTLOOK

Nicor’s outlook assumes normal weather for 2009, but excludes, among other things, the ICC’s PBR plan/PGA review or other contingencies.  The company’s outlook also does not reflect the additional variability in earnings due to fair value accounting adjustments at Nicor Enerchange and other impacts that could occur because of future volatility in the natural gas markets.  While these items could materially affect 2009 earnings, they are currently not estimable.

Gas distribution.  Nicor Gas expects operating results to be adversely impacted by significantly higher operating and maintenance and depreciation expense.  Operating and maintenance expense is expected to be higher due, in part, to increased postretirement benefit costs attributable to 2008’s decline in the market values of investments of the company’s defined benefit pension plan.

The company’s request for rate relief in the amount of $140.4 million is expected to be decided no later than March 25, 2009.  Results for Nicor Gas for 2009 are dependent on the outcome of that request.  Any rate relief would be prospective from the date of an ICC decision.  As a result, the company estimates that every $10 million of rate relief would positively impact 2009 net income by approximately $4 million to $5 million.  The company’s request for rate relief does include a request for a volume-balancing rider that would adjust rates to substantially compensate for variances in weather which would mitigate the volatility at Nicor Gas.

The company estimates that a 100-degree day variation from normal weather affects Nicor Gas’ distribution margin, net of income taxes, by approximately $1.6 million under the company’s current rate structure.  The consolidated impact, however, is generally reduced somewhat because of the natural weather hedge attributable to the utility-bill management products offered by certain of Nicor’s other energy ventures.

Shipping.  Tropical Shipping’s operating results are expected to be lower when compared to 2008 as it is expected that a challenging economic environment will have a negative impact on tourism and the economies in the Bahamas and the Caribbean region.  The company also continues to expect relatively low tax costs on operating earnings in 2009 attributable to the 2006 reorganization of certain shipping and related operations.

Other energy ventures.  The company expects higher operating results from its other energy ventures due to higher results from its wholesale natural gas marketing company, partially offset by lower results in its energy-related products and services businesses.

Other.  Nicor also expects its effective income tax rate to be higher, in part, because of the absence of certain tax reserve adjustments recognized in 2008.


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CONTINGENCIES

The following contingencies of Nicor are in various stages of investigation or disposition.  Although in some cases the company is unable to estimate the amount of loss reasonably possible in addition to any amounts already recognized, it is possible that the resolution of these contingencies, either individually or in aggregate, will require the company to take charges against, or will result in reductions in, future earnings.  It is the opinion of management that the resolution of these contingencies, either individually or in aggregate, could be material to earnings in a particular period but is not expected to have a material adverse impact on Nicor’s liquidity or financial condition.

PBR plan.  Nicor Gas’ PBR plan for natural gas costs went into effect in 2000 and was terminated by the company effective January 1, 2003.  Under the PBR plan, Nicor Gas’ total gas supply costs were compared to a market-sensitive benchmark.  Savings and losses relative to the benchmark were determined annually and shared equally with sales customers.  The PBR plan is currently under ICC review.  There are allegations that the company acted improperly in connection with the PBR plan, and the ICC and others are reviewing these allegations.  On June 27, 2002, the Citizens Utility Board (“CUB”) filed a motion to reopen the record in the ICC’s proceedings to review the PBR plan (the “ICC Proceedings”).  As a result of the motion to reopen, Nicor Gas, the Cook County State’s Attorney Office (“CCSAO”), the staff of the ICC and CUB entered into a stipulation providing for additional discovery.  The Illinois Attorney General’s Office (“IAGO”) has also intervened in this matter.  In addition, the IAGO issued Civil Investigation Demands (“CIDs”) to CUB and the ICC staff.  The CIDs ordered that CUB and the ICC staff produce all documents relating to any claims that Nicor Gas may have presented, or caused to be presented, false information related to its PBR plan.  The company has committed to cooperate fully in the reviews of the PBR plan.

In response to these allegations, on July 18, 2002, the Nicor Board of Directors appointed a special committee of independent, non-management directors to conduct an inquiry into issues surrounding natural gas purchases, sales, transportation, storage and such other matters as may come to the attention of the special committee in the course of its investigation.  The special committee presented the report of its counsel (“Report”) to Nicor’s Board of Directors on October 28, 2002.  A copy of the Report is available at the Nicor website and has been previously produced to all parties in the ICC Proceedings.

In response, the Nicor Board of Directors directed the company’s management to, among other things, make appropriate adjustments to account for, and fully address, the adverse consequences to ratepayers of the items noted in the Report, and conduct a detailed study of the adequacy of internal accounting and regulatory controls.  The adjustments were made in prior years’ financial statements resulting in a $24.8 million liability.  Included in such $24.8 million liability is a $4.1 million loss contingency.  A $1.8 million adjustment to the previously recorded liability, which is discussed below, was made in 2004 increasing the recorded liability to $26.6 million.  Nicor Gas estimates that there is $26.9 million due to the company from the 2002 PBR plan year, which has not been recognized in the financial statements due to uncertainties surrounding the PBR plan.  In addition, interest due to the company on certain components of these amounts has not been recognized in the financial statements due to the same uncertainties.  By the end of 2003, the company completed steps to correct the weaknesses and deficiencies identified in the detailed study of the adequacy of internal controls.

Pursuant to the agreement of all parties, including the company, the ICC re-opened the 1999 and 2000 purchased gas adjustment filings for review of certain transactions related to the PBR plan and consolidated the reviews of the 1999-2002 purchased gas adjustment filings with the PBR plan review.


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On February 5, 2003, the CCSAO and CUB filed a motion for $27 million in sanctions against the company in the ICC Proceedings.  In that motion, CCSAO and CUB alleged that Nicor Gas’ responses to certain CUB data requests were false.  Also on February 5, 2003, CUB stated in a press release that, in addition to $27 million in sanctions, it would seek additional refunds to consumers.  On March 5, 2003, the ICC staff filed a response brief in support of CUB’s motion for sanctions.  On May 1, 2003, the ALJs issued a ruling denying CUB and CCSAO’s motion for sanctions.  CUB has filed an appeal of the motion for sanctions with the ICC, and the ICC has indicated that it will not rule on the appeal until the final disposition of the ICC Proceedings.  It is not possible to determine how the ICC will resolve the claims of CCSAO, CUB or other parties to the ICC Proceedings.

In November 2003, the ICC staff, CUB, CCSAO and the IAGO filed their respective direct testimony in the ICC Proceedings.  The ICC staff is seeking refunds to customers of approximately $108 million and CUB and CCSAO were jointly seeking refunds to customers of approximately $143 million.  The IAGO direct testimony alleges adjustments in a range from $145 million to $190 million.  The IAGO testimony as filed is presently unclear as to the amount which IAGO seeks to have refunded to customers.  On February 27, 2004, the above referenced intervenors filed their rebuttal testimony in the ICC Proceedings.  In such rebuttal testimony, CUB and CCSAO amended the alleged amount to be refunded to customers from approximately $143 million to $190 million.  In 2004, the evidentiary hearings on this matter were stayed in order to permit the parties to undertake additional third party discovery from Entergy-Koch Trading, LP (“EKT”), a natural gas, storage and transportation trader and consultant with whom Nicor did business under the PBR plan.  In December 2006, the additional third party discovery from EKT was obtained, Nicor Gas withdrew its previously filed testimony and the ALJs issued a scheduling order that provided for Nicor Gas to submit direct testimony by April 13, 2007.  In its direct testimony filed pursuant to the scheduling order, Nicor Gas seeks a reimbursement of approximately $6 million, which includes interest due to the company, as noted above, of $1.6 million, as of March 31, 2007.  No date has been set for evidentiary hearings on this matter.

In 2004, the company became aware of additional information relating to the activities of individuals affecting the PBR plan for the period from 1999 through 2002, including information consisting of third party documents and recordings of telephone conversations from EKT.  Review of additional information completed in 2004 resulted in the $1.8 million adjustment to the previously recorded liability referenced above.

Although the Report of the special committee’s counsel did not find that there was criminal activity or fraud, a review of this additional information (which was not available to the independent counsel who prepared the Report) and re-interviews of certain Nicor Gas personnel in 2004 indicated that certain former Nicor Gas personnel may have engaged in potentially fraudulent conduct regarding the PBR plan in violation of company policy, and in possible violation of SEC rules and applicable law.  Further, certain former Nicor Gas personnel also may have attempted to conceal their conduct in connection with an ICC review of the PBR plan.  The company has reviewed all third party information it has obtained and will continue to review any additional third party information the company may obtain.  The company terminated four employees in connection with this matter in 2004.

Nicor is unable to predict the outcome of the ICC’s review or the company’s potential exposure thereunder.  Because the PBR plan and historical gas costs are still under ICC review, the final outcome could be materially different than the amounts reflected in the company’s financial statements as of December 31, 2008.

Mercury.  Information about mercury contingencies is presented in Item 8 – Notes to the Consolidated Financial Statements – Note 21 – Contingencies – Mercury.

 
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Manufactured gas plant sites.  The company is conducting environmental investigations and remedial activities at former manufactured gas plant sites.  Additional information about these sites is presented in Item 8 – Notes to the Consolidated Financial Statements – Note 21 – Contingencies – Manufactured Gas Plant Sites.

PCBs.  Information about PCB contingencies is presented in Item 8 – Notes to the Consolidated Financial Statements – Note 21 – Contingencies – PCBs.

Municipal tax matters.  Information about municipal tax contingencies is presented in Item 8 – Notes to the Consolidated Financial Statements – Note 21 – Contingencies – Municipal Tax Matters.

Other.  In 2006, Nicor received a payment of $5.2 million from insurance carriers as reimbursement of legal defense costs in connection with securities class actions and shareholder derivative suits that were settled in 2004 and 2005.  This payment has been recorded in “Other corporate expenses and eliminations” in the Consolidated Statements of Operations for 2006.

The company is involved in legal or administrative proceedings before various courts and agencies with respect to general claims, taxes, environmental, gas cost prudence reviews and other matters.  See Item 8 – Notes to the Consolidated Financial Statements – Note 21 – Contingencies.

CRITICAL ACCOUNTING ESTIMATES

Nicor prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States, which regularly require Nicor’s management to exercise judgment in the selection and application of accounting methods.  The application of accounting methods includes making estimates using subjective assumptions and judgments about matters that are inherently uncertain.

The use of estimates and the selection of accounting policies affect Nicor’s reported results and financial condition.  The company has adopted several significant accounting policies and is required to make significant accounting estimates that are important to understanding its financial statements.  These significant policies and estimates are described throughout Item 8 – Notes to the Consolidated Financial Statements.

Although there are numerous areas in which Nicor’s management makes significant accounting estimates, it believes its critical estimates are those that require management’s most difficult and subjective or complex judgments.  Nicor’s management has a practice of reviewing its critical accounting estimates and policy decisions with the audit committee of its board of directors.  Its critical estimates typically involve loss contingencies, derivative instruments, pension and other postretirement benefits, income taxes, credit risk, unbilled revenues and regulatory assets and liabilities because they are estimates which could materially impact Nicor’s financial statements.

Loss contingencies.  Nicor and its subsidiaries record contingent losses as liabilities when a loss is both probable and the amount or range of loss, including related legal defense costs, is reasonably estimable.  When only a range of potential loss is estimable, the company records a liability for the minimum anticipated loss.  Nicor and its subsidiaries and affiliates are involved in various legal and regulatory proceedings and are exposed to various loss contingencies.  These loss contingencies are in some cases resolved in stages over time, estimates may change significantly from period to period, and the company’s ultimate obligations may differ materially from its recorded amounts.  Of particular note is the PBR plan contingency at Nicor Gas described in Item 8 – Notes to the Consolidated Financial Statements – Note 21 – Contingencies.
 
 
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Derivative instruments.  The rules for determining whether a contract meets the definition of a derivative instrument or qualifies for hedge accounting treatment are numerous and complex.  The treatment of a single contract may vary from period to period depending upon accounting elections, changes in management’s assessment of the likelihood of future hedged transactions or new interpretations of accounting rules.  As a result, management judgment is required in the determination of the appropriate accounting treatment.  In addition, the estimated fair value of derivative instruments may change significantly from period to period depending upon market conditions, and changes in hedge effectiveness may impact the accounting treatment.  These determinations and changes in estimates may have a material impact on reported results.

Pension and other postretirement benefits.  The company’s cost of providing postretirement benefits is dependent upon various factors and assumptions, including life expectancies, the discount rate used in determining the projected benefit obligation, the expected long-term rate of return on plan assets, the long-term rate of compensation increase and anticipated health care costs.  Changes in these assumptions typically do not have a significant impact on the expenses recorded from year to year.  However, actual experience in any one period, particularly the actual return on plan assets, often varies significantly from these mostly long-term assumptions.  When cumulatively significant, the gains and losses generated from
such variances are amortized into operating income over the remaining service lives of employees covered by the plans (approximately 10 years for the pension plan and 13 years for the health care plan).  Additional information is presented in Item 8 – Notes to the Consolidated Financial Statements – Note 11 – Postretirement Benefits, including plan asset investment allocation, estimated future benefit payments, general descriptions of the plans, significant assumptions, the impact of certain changes in assumptions, and significant changes in estimates.

The company’s estimated postretirement benefit expense included in operating income was $2.7 million, $4.8 million and $5.5 million in 2008, 2007 and 2006, respectively.  The company expects to record postretirement benefit expense for 2009 of $24.6 million.  As previously discussed, significant market declines in the values of plan assets caused the increase in postretirement expense for 2009 when compared to prior years.  Actuarial assumptions affecting 2009 include an expected long-term rate of return on plan assets of 8.50 percent, consistent with the prior year, and discount rates of 6.35 percent for the company’s defined benefit pension plan and 6.00 percent for the health care and life insurance plan, compared with 6.25 percent for both plans a year earlier.  The 2008 discount rates for each plan were determined by performing a cash flow matching study using the Citigroup Pension Discount Curve.  The Citigroup Pension Discount Curve is constructed from a Treasury yield curve and adjusted by adding a corporate bond spread.  The corporate bond spread is developed from a large pool of high quality corporate bonds and mitigates the risks associated with selecting individual corporate bonds whose values may not be representative of the broader market.  The 2007 discount rate was determined by performing a bond matching study and referencing the Citigroup Pension Liability Index rate.  Such study utilized high quality bonds whose expected cash flows match the timing and amount of future benefit payments of the plans.

Income taxes.  A deferred income tax liability is not recorded on undistributed foreign earnings that are expected in management’s judgment to be indefinitely reinvested offshore.  At December 31, 2008, Nicor has approximately $12 million of deferred income tax liabilities related to approximately $34 million of cumulative undistributed earnings of its foreign subsidiaries.  Nicor has not recorded deferred income taxes of approximately $51 million on approximately $146 million of cumulative undistributed foreign earnings that are expected in management’s judgment to be indefinitely reinvested offshore.  Changes in management’s investment or repatriation plans or circumstances could result in a different deferred income tax liability.

The company records unrecognized tax benefits based on a recognition threshold and valuation method to recognize and measure an income tax position taken, or expected to be taken, in a tax return.  The evaluation is based on a two-step approach.  The first step requires the company to evaluate whether the tax position would “more likely than not,” based upon its technical merits, be sustained upon examination by the appropriate taxing authority.  The second step requires the tax position to be measured at the
 
 
34 

 
largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement.  Changes between what the company recognizes as an unrecognized tax benefit and what is actually settled with the taxing authority could be materially different.

Credit risk.  Nicor’s subsidiaries and affiliates are required to estimate counterparty credit risk in estimating the fair values of certain derivative instruments.  The company’s counterparties consist primarily of major energy companies and financial institutions. This concentration of counterparties may materially impact the company’s exposure to credit risk resulting from market, economic or regulatory conditions.  Recent adverse developments in the capital markets have made it more difficult for the company to assess the creditworthiness of its counterparties.  Based on this uncertainty, actual losses relating to credit risk could materially vary from Nicor’s estimates.

Nicor’s subsidiaries and affiliates maintain an allowance for doubtful accounts for estimated losses from the failure of its customers to make required payments.  Such estimates are based on historical experience, existing economic conditions and certain collection-related patterns.  Circumstances which could affect these estimates include, but are not limited to, customer credit issues, natural gas prices, customer deposits and worsening economic conditions.  Actual credit losses could vary materially from Nicor’s estimates.  Nicor’s allowance for doubtful accounts at December 31, 2008, 2007 and 2006 was $44.9 million, $35.1 million and $33.4 million, respectively, as presented on Schedule II in Item 15 – Exhibits, Financial Statement Schedules.

Unbilled revenues.  Nicor Gas estimates revenues for natural gas deliveries not yet billed to customers from the last billing date to month-end.  Unbilled revenue estimates are dependent upon a number of customer-usage factors which require management judgment, including weather factors.  These estimates are adjusted when actual billings occur, and variances in estimates can be material.  Accrued unbilled revenues for Nicor Gas at December 31, 2008, 2007 and 2006 were $196.1 million, $189.3 million and $158.9 million, respectively.

Regulatory assets and liabilities.  Nicor Gas is regulated by the ICC, which establishes the rules and regulations governing utility rates and services in Illinois.  As a rate-regulated company, Nicor Gas applies SFAS No. 71, Accounting for the Effects of Certain Types of Regulation, which requires Nicor Gas to recognize the economic effects of rate regulation and, accordingly, has recorded regulatory assets and liabilities.  Regulatory assets represent probable future revenue associated with certain costs that are expected to be recovered from customers through rate riders or base rates, upon approval by the ICC.  Regulatory liabilities represent probable future reductions in revenues collected from ratepayers through a rate rider or base rates, or probable future expenditures.  If Nicor Gas’ operations become no longer subject to the provisions of SFAS No. 71, a write-off of net regulatory liabilities would be required.  Additional information on regulatory assets and liabilities is presented in Item 8 – Notes to the Consolidated Financial Statements – Note 1 – Accounting Policies.

NEW ACCOUNTING PRONOUNCEMENTS

For information concerning SFAS No. 157, Fair Value Measurements, FSP No. FIN 39-1, Amendment of FIN 39, Offsetting of Amounts Related to Certain Contracts, and SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, see Item 8 – Notes to the Consolidated Financial Statements – Note 2 – New Accounting Pronouncements.
 

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CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This document includes certain forward-looking statements about the expectations of Nicor and its subsidiaries and affiliates.  Although Nicor believes these statements are based on reasonable assumptions, actual results may vary materially from stated expectations.  Such forward-looking statements may be identified by the use of forward-looking words or phrases such as “anticipate,” “believe,” “expect,” “intend,” “may,” “planned,” “potential,” “should,” “will,” “would,” “project,” “estimate,” “ultimate,” or similar phrases.  Actual results may differ materially from those indicated in the company’s forward-looking statements due to the direct or indirect effects of legal contingencies (including litigation) and the resolution of those issues, including the effects of an ICC review, and undue reliance should not be placed on such statements.

Other factors that could cause materially different results include, but are not limited to, weather conditions; natural disasters; natural gas and other fuel prices; fair value accounting adjustments; inventory valuation; health care costs; insurance costs or recoveries; legal costs; borrowing needs; interest rates; credit conditions; economic and market conditions; accidents, leaks, equipment failures, service interruptions, environmental pollution, and other operating risks; tourism and construction in the Bahamas and Caribbean region; energy conservation; legislative and regulatory actions; tax rulings or audit results; asset sales; significant unplanned capital needs; future mercury-related charges or credits; changes in accounting principles, interpretations, methods, judgments or estimates; performance of major customers, transporters, suppliers and contractors; labor relations; and acts of terrorism.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this filing.  Nicor undertakes no obligation to publicly release any revision to these forward-looking statements to reflect events or circumstances after the date of this filing.
 

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Item 7A.
 
Nicor is exposed to market risk in the normal course of its business operations, including the risk of loss arising from adverse changes in natural gas and fuel commodity prices, and interest rates.  Nicor’s practice is to manage these risks utilizing derivative instruments and other methods, as deemed appropriate.

Commodity price risk.  With regard to commodity price risk, the company has established policies and procedures with respect to the management of such risks and the use of derivative instruments to hedge its exposure to such risks.  Company management oversees compliance with such policies and procedures.  The company utilizes various techniques to limit, measure and monitor market risk, including limits based on volume, dollar amounts, maturity, and in some cases value at risk (“VaR”).

VaR is the potential loss for an instrument or portfolio from adverse changes in market factors, for a specified time period and at a specified confidence level.  The company has established exposure limits at such a level that material adverse economic results are not expected.  The company’s commodity price risk policies and procedures continue to evolve with its businesses and are subject to ongoing review and modification.

In accordance with SEC disclosure requirements, Nicor performs sensitivity analyses to assess the potential loss in earnings based upon a hypothetical 10 percent adverse change in market prices.  Management does not believe that sensitivity analyses alone provide an accurate or reliable method for monitoring and controlling risks and therefore also relies on the experience and judgment of its management to revise strategies and adjust positions as deemed necessary.  Losses in excess of the amounts determined in sensitivity analyses could occur if market prices exceed the 10 percent shift used for the analyses.

As a regulated utility, Nicor Gas’ exposure to market risk caused by changes in commodity prices is substantially mitigated because of Illinois rate regulation allowing for the recovery of prudently incurred natural gas supply costs from customers.  However, substantial changes in natural gas prices may impact Nicor Gas’ earnings by increasing or decreasing the cost of gas used by the company, storage-related gas costs, bad debt expense, and other operating and financing expenses.  The company purchases about 4 Bcf of natural gas annually for its own use and to cover storage-related gas costs.  The level of natural gas prices may also impact customer gas consumption and therefore gas distribution margin.  The actual impact of natural gas price fluctuations on Nicor Gas’ earnings is dependent upon several factors, including the company’s hedging practices.  During 2008, Nicor Gas hedged a portion of its forecasted 2009 and 2010 company use and storage-related gas costs through the use of fixed-price purchase and swap agreements.

Nicor’s other energy businesses are subject to natural gas commodity price risk, arising primarily from purchase and sale agreements, transportation agreements, natural gas inventories and utility-bill management contracts.  Derivative instruments such as futures, options, forwards and swaps may be used to hedge these risks.  Based on Nicor’s other energy businesses unhedged positions at December 31, 2008, a 10 percent adverse change in natural gas prices would have decreased Nicor’s earnings for the periods ended December 31, 2008 and 2007 by about $1.0 million and $0.4 million, respectively.


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At December 31, 2008, Nicor Enerchange, Nicor’s wholesale natural gas marketing business, held derivative contracts with the following net asset fair values (in millions):

         
Maturity
 
 
Source of Fair Value
 
Total
Fair Value
   
Less than
1 Year
   
1 to 3
Years
   
3 to 5
Years
 
                         
Prices actively quoted
  $ (14.2 )   $ (17.0 )   $ 2.8     $ -  
Prices correlated to external sources
    19.0       14.9       4.1       -  
Prices based on models and other valuation methods
    (.2 )     (.1 )     (.1 )     -  
Total
  $ 4.6     $ (2.2 )   $ 6.8     $ -  

Actively quoted prices are for those derivative instruments traded on the NYMEX.  Nicor Enerchange enters into over-the-counter derivative instruments with values that are similar to, and correlate with, quoted prices for exchange-traded instruments in active markets.  Nicor Enerchange uses one or more significant unobservable inputs for model-derived valuations.

Tropical Shipping’s objective is to substantially mitigate its exposure to higher fuel costs through fuel surcharges.

Credit risk.  The company has a diversified customer base, which limits its exposure to concentrations of credit risk in any one industry or income class and believes that it maintains prudent credit policies.  Additionally, the gas distribution segment offers options to help customers manage their bills, such as energy assistance programs for low-income customers and a budget payment plan that spreads gas bills more evenly throughout the year.

The company is also exposed to credit risk in the event a counterparty, customer or supplier defaults on a contract to pay for or deliver product at agreed-upon terms and conditions.  To manage this risk, the company has established procedures to determine and monitor the creditworthiness of counterparties, to require guarantees or collateral back-up, and to limit its exposure to any one counterparty.  The company also, in some instances, enters into netting arrangements to mitigate counterparty credit risk.  However, recent adverse developments in the capital markets have made it more difficult for the company to assess the creditworthiness of our counterparties.  Based on this uncertainty, the company has taken additional steps including, but not limited to, reducing available credit to some of its counterparties.

Interest rate risk.  Nicor is exposed to changes in interest rates.  The company manages its interest rate risk by issuing primarily fixed-rate long-term debt with varying maturities, refinancing certain debt and, at times, hedging the interest rate on anticipated borrowings.  If market rates were to hypothetically increase by 10 percent from Nicor’s weighted-average floating interest rate on commercial paper, interest expense would have increased causing Nicor’s earnings to decrease by approximately $0.2 million in 2008.  For further information about debt securities, interest rates and fair values, see Item 8 – Financial Statements – Consolidated Statements of Capitalization, and Item 8 – Notes to the Consolidated Financial Statements – Note 7 – Short-Term and Long-Term Debt and Note 9 – Fair Value of Financial Instruments.
 

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Nicor Inc.

Item 8.
 
   
Page
     
40
 
   
 
Financial Statements:
 
 
   
 
 
42
     
 
43
     
 
44
     
 
45
     
 
46
     
 
46
     
 
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors and Stockholders of Nicor Inc.
 
We have audited the accompanying consolidated balance sheets and statements of capitalization of Nicor Inc. and subsidiaries (the “Company”) as of December 31, 2008 and 2007, and the related consolidated statements of operations, common equity, comprehensive income and cash flows for each of the three years in the period ended December 31, 2008.  Our audits also included the financial statement schedule listed in the Index at Item 15(a)(2).  We also have audited the Company’s internal control over financial reporting as of December 31, 2008,  based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting.  Our responsibility is to express an opinion on these financial statements and financial statement schedule and an opinion on the Company's internal control over financial reporting based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances.  We believe that our audits provide a reasonable basis for our opinions.
 
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
 
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.  Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (concluded)

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2008 and 2007, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.  Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As discussed in Note 1 to the consolidated financial statements, in 2007, the Company changed its method of recognizing and measuring income tax positions. As discussed in Note 2 to the consolidated financial statements, in 2008, the Company changed its method of offsetting amounts related to certain contracts and retrospectively adjusted the 2007 balance sheet for the change.
 
 
/s/ DELOITTE & TOUCHE LLP