UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





[X]
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934For the quarterly period ended
      September 30, 2009




or





[   ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934





Commission
File Number 1-7297








NICOR
INC.


(Exact
name of registrant as specified in its charter)





Illinois
            36-2855175(State
      of Incorporation)
            (I.R.S.
      EmployerIdentification
      No.)





1844
      Ferry RoadNaperville,
      Illinois 60563-9600
            (630)
      305-9500(Address
      of principal executive offices) (Zip Code)
            (Registrant’s
      telephone number, including area
code)





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 whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months.  Yes [   ]   No
[   ]





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 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 Exchange Act).  Yes [  ] No [X]





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.  Common stock, par value
$2.50, outstanding at October 23, 2009, were 45,231,331 shares.














Table of
Contents





Glossary
            
            iiPart
      I - Financial InformationItem
      1.
            Financial
      Statements (Unaudited)Condensed Consolidated Statements of Operations:  Three
      and nine months ended September 30, 2009 and
    2008
            1Condensed Consolidated Statements of Cash Flows:  Nine
      months ended September 30, 2009 and 2008
            2Condensed Consolidated Balance Sheets:  September
      30, 2009 and 2008, and December 31, 2008
            3Notes to the Condensed Consolidated Financial
      Statements
            4Item
      2.
            Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
            21Item
      3.
            Quantitative and Qualitative Disclosures About Market
      Risk
            34Item
      4.
            Controls and Procedures
            35Part
      II - Other InformationItem
      1.
            Legal Proceedings
            36Item
      2.
            Unregistered Sales of Equity Securities and Use of
      Proceeds
            36Item
      6.
            Exhibits
            36Signature
            37






i
 
 Table of Contents




Glossary





ALJs.Administrative Law
Judges.





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 5,600 degree days per year for 2009
and 5,830 degree days per year for 2008.





EN Engineering.EN
Engineering, L.L.C.,a previously owned joint
venture that provides engineering and consulting services.  Nicor sold
its ownership on March 31, 2009.





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





GSA.  General
Services Administration, a governmental agency of the United
States.





ICC.Illinois
Commerce Commission, the agency that establishes the rules and regulations
governing utility rates and services in Illinois.





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.





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, serves commercial and
industrial customers in the Chicago market area, 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 move connection services for other utilities 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.






ii
 
 Table of Contents


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.





TEL.Tropic
Equipment Leasing Inc., a wholly owned subsidiary of Nicor, holds the company’s
interests 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.





USEPA.  United
States Environmental Protection Agency.






iii
 
 Table of Contents


Part
      I - FINANCIAL INFORMATIONItem 1.Nicor
      Inc.Condensed Consolidated Statements of Operations
      (Unaudited)(millions,
      except per share data)Three
      months ended
            
            
            Nine
      months endedSeptember
      30
            
            
            September
      302009
            
            
            2008
            
            
            2009
            
            
            2008Operating
      revenuesGas
      distribution (includes revenue taxes of $13.1, $14.6,$114.5
      and $131.6, respectively)
            
            $
            215.0
            
            
            $
            306.1
            
            
            $
            1,525.3
            
            
            $
            2,330.4Shipping
            
            
            83.3
            
            
            
            108.5
            
            
            
            256.5
            
            
            
            308.8Other
      energy ventures
            
            
            34.7
            
            
            
            34.9
            
            
            
            163.0
            
            
            
            157.8Corporate
      and eliminations
            
            
            (7.4
            )
            
            
            (9.2
            )
            
            
            (60.8
            )
            
            
            (61.2
            )Total
      operating revenues
            
            
            325.6
            
            
            
            440.3
            
            
            
            1,884.0
            
            
            
            2,735.8Operating
      expensesGas
      distributionCost
      of gas
            
            
            70.2
            
            
            
            180.0
            
            
            
            943.2
            
            
            
            1,762.9Operating
      and maintenance
            
            
            63.3
            
            
            
            64.2
            
            
            
            223.0
            
            
            
            212.5Depreciation
            
            
            44.4
            
            
            
            42.8
            
            
            
            133.4
            
            
            
            128.5Taxes,
      other than income taxes
            
            
            17.6
            
            
            
            18.9
            
            
            
            127.3
            
            
            
            143.3Property
      sale gains
            
            
            -
            
            
            
            (.2
            )
            
            
            -
            
            
            
            (.2
            )Shipping
            
            
            76.7
            
            
            
            99.0
            
            
            
            240.8
            
            
            
            289.7Other
      energy ventures
            
            
            31.0
            
            
            
            34.3
            
            
            
            144.0
            
            
            
            145.2Other
      corporate expenses and eliminations
            
            
            (7.4
            )
            
            
            (8.0
            )
            
            
            (56.9
            )
            
            
            (59.2
            )Total
      operating expenses
            
            
            295.8
            
            
            
            431.0
            
            
            
            1,754.8
            
            
            
            2,622.7Operating
      income
            
            
            29.8
            
            
            
            9.3
            
            
            
            129.2
            
            
            
            113.1Interest
      expense, net of amounts capitalized
            
            
            9.3
            
            
            
            9.9
            
            
            
            27.4
            
            
            
            29.6Equity
      investment income, net
            
            
            1.0
            
            
            
            2.9
            
            
            
            14.3
            
            
            
            7.2Interest
      income
            
            
            .7
            
            
            
            1.4
            
            
            
            1.8
            
            
            
            6.9Other
      income (expense), net
            
            
            .4
            
            
            
            (.1
            )
            
            
            .9
            
            
            
            .1Income
      before income taxes
            
            
            22.6
            
            
            
            3.6
            
            
            
            118.8
            
            
            
            97.7Income
      tax expense, net of benefits
            
            
            9.0
            
            
            
            2.3
            
            
            
            38.5
            
            
            
            26.1Net
      income
            
            $
            13.6
            
            
            $
            1.3
            
            
            $
            80.3
            
            
            $
            71.6Average
      shares of common stock outstandingBasic
            
            
            45.4
            
            
            
            45.3
            
            
            
            45.4
            
            
            
            45.3Diluted
            
            
            45.5
            
            
            
            45.4
            
            
            
            45.5
            
            
            
            45.4Earnings
      per average share of common stockBasic
            
            $
            .30
            
            
            $
            .03
            
            
            $
            1.77
            
            
            $
            1.58Diluted
            
            
            .30
            
            
            
            .03
            
            
            
            1.77
            
            
            
            1.58Dividends
      declared per share of common stock
            
            $
            .465
            
            
            $
            .465
            
            
            $
            1.395
            
            
            $
            1.395The
      accompanying notes are an integral part of these
    statements.






1
 
 Table of Contents







Nicor
      Inc.Condensed Consolidated Statements of Cash Flows
      (Unaudited)(millions)Nine
      months endedSeptember
      302009
            
            
            2008Operating
      activitiesNet
      income
            
            $
            80.3
            
            
            $
            71.6Adjustments
      to reconcile net income to net cash flow provided from operating
      activities:Depreciation
            
            
            147.0
            
            
            
            142.8Deferred
      income tax expense (benefit)
            
            
            1.8
            
            
            
            (10.3
            )Gain
      on sale of property, plant and equipment
            
            
            (.7
            )
            
            
            (.4
            )Gain
      on sale of equity investment
            
            
            (10.1
            )
            
            
            -Changes
      in assets and liabilities:Receivables,
      less allowances
            
            
            444.4
            
            
            
            277.3Gas
      in storage
            
            
            14.6
            
            
            
            (120.9
            )Deferred/accrued
      gas costs
            
            
            90.4
            
            
            
            (84.0
            )Derivative
      instruments
            
            
            (104.7
            )
            
            
            48.3Margin
      accounts - derivative instruments
            
            
            110.4
            
            
            
            (66.1
            )Other
      assets
            
            
            13.5
            
            
            
            (62.1
            )Accounts
      payable and customer credit balances and deposits
            
            
            (167.5
            )
            
            
            (16.3
            )Other
      liabilities
            
            
            (11.2
            )
            
            
            (16.9
            )Other
      items
            
            
            10.4
            
            
            
            (6.9
            )Net
      cash flow provided from operating activities
            
            
            618.6
            
            
            
            156.1Investing
      activitiesAdditions
      to property, plant & equipment
            
            
            (165.0
            )
            
            
            (172.5
            )Purchases
      of held-to-maturity securities
            
            
            -
            
            
            
            (1.1
            )Proceeds
      from maturities of held-to-maturity securities
            
            
            2.0
            
            
            
            3.1Net
      (increase) decrease in other short-term investments
            
            
            (9.3
            )
            
            
            5.4Net
      proceeds from sale of property, plant and equipment
            
            
            1.6
            
            
            
            .5Proceeds
      from sale of equity investment
            
            
            13.0
            
            
            
            -Business
      acquisition, net of cash acquired
            
            
            (.4
            )
            
            
            (5.9
            )Other
      investing activities
            
            
            3.5
            
            
            
            7.1Net
      cash flow used for investing activities
            
            
            (154.6
            )
            
            
            (163.4
            )Financing
      activitiesProceeds
      from issuing long-term debt
            
            
            50.0
            
            
            
            75.0Disbursements
      to retire long-term debt
            
            
            (50.0
            )
            
            
            (75.0
            )Net
      (repayments) issuances of commercial paper
            
            
            (374.9
            )
            
            
            70.0Dividends
      paid
            
            
            (63.5
            )
            
            
            (63.3
            )Proceeds
      from exercise of stock options
            
            
            -
            
            
            
            1.6Borrowing
      against cash surrender value of life insurance policies
            
            
            3.4
            
            
            
            -Repayment
      of loan against cash surrender value of life insurance
      policies
            
            
            -
            
            
            
            (11.2
            )Other
      financing activities
            
            
            (2.3
            )
            
            
            (1.0
            )Net
      cash flow used for financing activities
            
            
            (437.3
            )
            
            
            (3.9
            )Net
      increase (decrease) in cash and cash equivalents
            
            
            26.7
            
            
            
            (11.2
            )Cash
      and cash equivalents, beginning of period
            
            
            26.0
            
            
            
            42.8Cash
      and cash equivalents, end of period
            
            $
            52.7
            
            
            $
            31.6The
      accompanying notes are an integral part of these
    statements.






2
 
 Table of Contents





Nicor
      Inc.Condensed Consolidated Balance Sheets
    (Unaudited)(millions)September
      30
            
            
            December
      31
            
            
            September
      302009
            
            
            2008
            
            
            2008AssetsCurrent
      assetsCash
      and cash equivalents
            
            $
            52.7
            
            
            $
            26.0
            
            
            $
            31.6Short-term
      investments
            
            
            77.3
            
            
            
            69.5
            
            
            
            42.8Receivables,
      less allowances of $42.0, $44.9 and $45.9, respectively
            
            
            245.7
            
            
            
            690.1
            
            
            
            365.4Gas
      in storage
            
            
            193.9
            
            
            
            208.5
            
            
            
            274.9Derivative
      instruments
            
            
            52.1
            
            
            
            49.7
            
            
            
            45.6Margin
      accounts - derivative instruments
            
            
            50.2
            
            
            
            134.4
            
            
            
            94.9Other
            
            
            151.8
            
            
            
            160.7
            
            
            
            153.7Total
      current assets
            
            
            823.7
            
            
            
            1,338.9
            
            
            
            1,008.9Property,
      plant and equipment, at costGas
      distribution
            
            
            4,575.1
            
            
            
            4,460.6
            
            
            
            4,411.2Shipping
            
            
            322.1
            
            
            
            315.1
            
            
            
            315.2Other
            
            
            31.5
            
            
            
            26.7
            
            
            
            25.44,928.7
            
            
            
            4,802.4
            
            
            
            4,751.8Less
      accumulated depreciation
            
            
            2,008.0
            
            
            
            1,943.8
            
            
            
            1,928.3Total
      property, plant and equipment, net
            
            
            2,920.7
            
            
            
            2,858.6
            
            
            
            2,823.5Pension
      benefits
            
            
            36.5
            
            
            
            36.4
            
            
            
            227.1Long-term
      investments
            
            
            127.8
            
            
            
            136.8
            
            
            
            139.1Other
      assets
            
            
            323.4
            
            
            
            413.3
            
            
            
            171.2Total
      assets
            
            $
            4,232.1
            
            
            $
            4,784.0
            
            
            $
            4,369.8Liabilities and
    CapitalizationCurrent
      liabilitiesLong-term
      debt due within one year
            
            $
            -
            
            
            $
            50.0
            
            
            $
            50.0Short-term
      debt
            
            
            365.0
            
            
            
            739.9
            
            
            
            439.0Accounts
      payable
            
            
            263.4
            
            
            
            411.3
            
            
            
            435.4Customer
      credit balances and deposits
            
            
            167.7
            
            
            
            187.3
            
            
            
            211.0Derivative
      instruments
            
            
            78.7
            
            
            
            167.3
            
            
            
            93.8Other
            
            
            140.7
            
            
            
            112.2
            
            
            
            90.1Total
      current liabilities
            
            
            1,015.5
            
            
            
            1,668.0
            
            
            
            1,319.3Deferred
      credits and other liabilitiesRegulatory
      asset retirement cost liability
            
            
            791.6
            
            
            
            751.7
            
            
            
            749.6Deferred
      income taxes
            
            
            398.7
            
            
            
            400.0
            
            
            
            400.8Health
      care and other postretirement benefits
            
            
            198.0
            
            
            
            196.6
            
            
            
            187.0Asset
      retirement obligation
            
            
            190.1
            
            
            
            185.0
            
            
            
            183.4Other
            
            
            138.6
            
            
            
            161.0
            
            
            
            126.4Total
      deferred credits and other liabilities
            
            
            1,717.0
            
            
            
            1,694.3
            
            
            
            1,647.2Commitments
      and contingenciesCapitalizationLong-term
      obligationsLong-term
      debt, net of unamortized discount
            
            
            498.2
            
            
            
            448.0
            
            
            
            448.0Mandatorily
      redeemable preferred stock
            
            
            .6
            
            
            
            .6
            
            
            
            .6Total
      long-term obligations
            
            
            498.8
            
            
            
            448.6
            
            
            
            448.6Common
      equityCommon
      stock
            
            
            113.1
            
            
            
            113.0
            
            
            
            113.0Paid-in
      capital
            
            
            53.1
            
            
            
            49.5
            
            
            
            48.8Retained
      earnings
            
            
            847.0
            
            
            
            830.3
            
            
            
            803.7Accumulated
      other comprehensive loss, net
            
            
            (12.4
            )
            
            
            (19.7
            )
            
            
            (10.8
            )Total
      common equity
            
            
            1,000.8
            
            
            
            973.1
            
            
            
            954.7Total
      capitalization
            
            
            1,499.6
            
            
            
            1,421.7
            
            
            
            1,403.3Total
      liabilities and capitalization
            
            $
            4,232.1
            
            
            $
            4,784.0
            
            
            $
            4,369.8The
      accompanying notes are an integral part of these
    statements.






3
 
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Nicor
Inc.





Notes to the Condensed Consolidated Financial Statements
(Unaudited)





1.
            BASIS
      OF PRESENTATION





The
unaudited Condensed Consolidated Financial Statements of Nicor have been
prepared by the company pursuant to the rules and regulations of the
SEC.  Certain information and note disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States have been condensed or omitted pursuant to SEC
rules and regulations.  The unaudited Condensed Consolidated Financial
Statements and Notes should be read in conjunction with the financial statements
and the notes thereto included in the company’s 2008 Annual Report on Form 10-K.





The
information furnished reflects, in the opinion of the company, all adjustments
(consisting only of normal recurring adjustments) necessary for a fair statement
of the results for the interim periods presented.  Results for the
interim periods presented are not necessarily indicative of the results to be
expected for the full fiscal year due to seasonal and other
factors.





The
company’s management evaluated subsequent events for potential recognition and
disclosure through October 30, 2009, the date the financial statements were
issued.





2.
            ACCOUNTING
      POLICIES





Gas in storage.  Gas
distribution segment inventory is carried at cost on a LIFO
basis.  Inventory decrements occurring during interim periods that are
expected to be restored prior to year-end are charged to cost of gas at the
estimated annual replacement cost, and the difference between this cost and the
actual LIFO layer cost is recorded on the balance sheet as a temporary LIFO
inventory liquidation.  Interim inventory decrements not expected to
be restored prior to year-end are charged to cost of gas at the actual LIFO cost
of the layers liquidated.





At
September 30, 2009, Nicor Gas had an inventory decrement of approximately 1 Bcf
which is not expected to be restored prior to year-end.  The
liquidated inventory was charged to cost of gas at a LIFO cost of $8.22 per
Mcf.  Applying LIFO cost in valuing the decrement, as opposed to the
estimated annual replacement cost of $3.93 per Mcf, had the effect of increasing
the cost of gas distributed by $3.1 million for the three and nine months ended
September 30, 2009.  Since the cost of gas, including inventory costs,
is charged to customers without markup, subject to ICC review, this difference
had no impact on net income.  There was no permanent inventory
decrement as of September 30, 2008.





Nicor
Enerchange inventory is carried at the lower of weighted-average cost or market
(market is represented by the cash price per the close of business on the last
trading day of the period).  In 2009, Nicor Enerchange recorded a
charge of $2.8 million in the first quarter resulting from a lower of cost or
market valuation.  In 2008, Nicor Enerchange recorded a charge of $6.7
million in the third quarter resulting from a lower of cost or market
valuation.





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 is required 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






4
 
 Table of Contents






through a
rate rider or base rates, or probable future expenditures.  If Nicor
Gas’ operations become no longer subject to rate regulation, a write-off of net
regulatory liabilities would be required.





The
company had regulatory assets and liabilities as follows (in
millions):





September
      30
            
            
            December
      31
            
            
            September
      302009
            
            
            2008
            
            
            2008Regulatory assets–
      currentRegulatory
      postretirement asset
            
            $
            23.3
            
            
            $
            23.3
            
            
            $
            5.2Deferred
      gas costs
            
            
            -
            
            
            
            31.5
            
            
            
            33.9Other
            
            
            4.0
            
            
            
            -
            
            
            
            -Regulatory assets–
      noncurrentRegulatory
      postretirement asset
            
            
            218.0
            
            
            
            232.3
            
            
            
            60.7Deferred
      gas costs
            
            
            3.2
            
            
            
            22.5
            
            
            
            4.3Deferred
      environmental costs
            
            
            17.1
            
            
            
            19.5
            
            
            
            11.0Unamortized
      losses on reacquired debt
            
            
            14.5
            
            
            
            15.4
            
            
            
            15.6Other
            
            
            10.5
            
            
            
            6.2
            
            
            
            5.1$
            290.6
            
            
            $
            350.7
            
            
            $
            135.8





Regulatory
      liabilities – currentRegulatory
      asset retirement cost liability
            
            $
            13.8
            
            
            $
            15.0
            
            
            $
            8.0Accrued
      gas costs
            
            
            39.6
            
            
            
            -
            
            
            
            -Other
            
            
            1.5
            
            
            
            -
            
            
            
            -Regulatoryliabilities– noncurrentRegulatory
      asset retirement cost liability
            
            
            791.6
            
            
            
            751.7
            
            
            
            749.6Regulatory
      income tax liability
            
            
            44.2
            
            
            
            46.3
            
            
            
            47.7Other
            
            
            .8
            
            
            
            .8
            
            
            
            .8$
            891.5
            
            
            $
            813.8
            
            
            $
            806.1





All items
listed above are classified in other with the exception of the noncurrent
portion of the Regulatory asset retirement cost liability which is stated
separately on the Condensed Consolidated Balance Sheets.





The ICC
does not presently allow Nicor Gas the opportunity to earn a return on its
regulatory postretirement asset.  The regulatory postretirement asset
is expected to be recovered from ratepayers over a period of approximately 10 to
13 years.  The regulatory assets related to debt are not included in
rate base, but are recovered over the term of the debt through the rate of
return authorized by the ICC.  Nicor Gas is allowed to recover and is
required to pay, using short-term interest rates, the carrying costs related to
temporary under or overcollections of natural gas costs and certain
environmental costs charged to its customers.





Revenue taxes.Nicor Gas
classifies revenue taxes billed to customers as operating revenues and related
taxes incurred as operating expenses.  Revenue taxes included in
operating expense for the three and nine months ended September 30, 2009 were
$12.9 million and $112.8 million, respectively, and $14.3 million and $129.3
million, respectively, for the same periods ending September 30,
2008.





Derivative instruments.Cash
flows from derivative instruments are recognized in the Condensed Consolidated
Statements of Cash Flows, and gains and losses are recognized in the Condensed
Consolidated Statements of Operations, in the same categories as the underlying
transactions.






5
 
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Cash flow
hedge accounting may be elected only for highly effective hedges, based upon an
assessment, performed at least quarterly, of the historical and probable future
correlation of cash flows from the derivative instrument to changes in the
expected future cash flows of the hedged item.  To the extent cash flow
hedge accounting is applied, the effective portion of any changes in the fair
value of the derivative instruments is reported as a component of accumulated
other comprehensive income.  Ineffectiveness, if any, is immediately
recognized in operating income.  The amount in accumulated other
comprehensive income is reclassified to earnings when the forecasted transaction
is recognized in the income statement, even if the derivative instrument is
sold, extinguished or terminated prior to the transaction
occurring.  If the forecasted transaction is no longer expected to
occur, the amount in accumulated other comprehensive income is immediately
reclassified to earnings.





Nicor
Gas.  Derivative instruments, such as futures contracts,
options and swap agreements, are utilized primarily in the purchase of natural
gas for customers.  These derivative instruments are reflected at fair
value.  Realized gains or losses on such instruments are included in
the cost of gas delivered and are passed directly through to customers, subject
to ICC review, and therefore have no direct impact on
earnings.  Unrealized changes in the fair value of these derivative
instruments are deferred as regulatory assets or liabilities.





At times,
Nicor Gas enters into futures contracts, options, swap agreements and
fixed-price purchase agreements to reduce the earnings volatility of certain
forecasted operating costs arising from fluctuations in natural gas prices, such
as the purchase of natural gas for use in company operations.  These
derivative instruments are carried at fair value, unless they qualify for the
normal purchases and normal sales exception, in which case they are carried at
cost.  To the extent hedge accounting is not elected, changes in such
fair values are immediately recorded in current period earnings as operating and
maintenance expense.





Nicor
Enerchange.  Derivative instruments, such as futures contracts,
options, forward contracts, swap agreements and other energy-related contracts
are held by Nicor’s wholesale natural gas marketing business, Nicor Enerchange,
for trading purposes.  Certain of these derivative instruments are
used to economically hedge price risk associated with inventories of natural
gas, fixed-price purchase and sale agreements and other future natural gas
commitments.  Nicor Enerchange records such derivative instruments at
fair value and generally cannot elect hedge accounting.  As a result,
changes in derivative fair values may have a material impact on Nicor’s
financial statements.  Other derivative instruments are used by Nicor
Enerchange to hedge price risks related to certain utility-bill management
products.  These derivative instruments are carried at fair value and
cash flow hedge accounting may or may not be elected.





Nicor.  For derivative
instruments that were designated as hedges of interest payments on 30-year bonds
issued by Nicor Gas in December 2003, the amount deferred in accumulated other
comprehensive income is being amortized to interest expense on a straight-line
basis over the remaining life of the bonds.


3.
              NEW
      ACCOUNTING PRONOUNCEMENT


Fair value measurements. 
Effective January 1, 2008, the company adopted the new requirements for fair
value measurements and disclosures.  These requirements define fair
value, establish a consistent framework for measuring fair value, and expand
disclosure requirements about fair value measurements.  These new
requirements do not establish any new fair value measurements, but rather
provide guidance on how to perform fair value measurements as required or
permitted under other accounting standards.  They also provide for
immediate recognition of trade-date gains and losses related to certain
derivative transactions whose fair value has been determined using unobservable
market inputs.  Nicor elected the one-year deferral allowed by the new
requirements,for
certain nonfinancial assets and liabilities.  As it applies to Nicor,
the deferral pertained to fair value measurements for business combinations,
impairment






6
 
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testing
of goodwill and other intangible assets, as well as asset retirement
obligations.  The effect of adopting these new requirements, in their
entirety, was not material to Nicor’s results of operations or financial
condition.




4.
              INVESTMENTS


The
company’s investments are as follows (in millions):





September
      30
            
            
            December
      31
            
            
            September
      302009
            
            
            2008
            
            
            2008Money
      market funds
            
            $
            115.9
            
            
            $
            81.2
            
            
            $
            48.8Corporate
      bonds
            
            
            2.8
            
            
            
            4.8
            
            
            
            5.6Certificates
      of deposit
            
            
            .7
            
            
            
            .6
            
            
            
            .7Other
      investments
            
            
            3.4
            
            
            
            2.0
            
            
            
            2.1$
            122.8
            
            
            $
            88.6
            
            
            $
            57.2





Investments
are classified on the Condensed Consolidated Balance Sheets as follows (in
millions):





September
      30
            
            
            December
      31
            
            
            September
      302009
            
            
            2008
            
            
            2008Cash
      equivalents
            
            $
            40.8
            
            
            $
            15.3
            
            
            $
            8.8Short-term
      investments
            
            
            77.3
            
            
            
            69.5
            
            
            
            42.8Long-term
      investments
            
            
            4.7
            
            
            
            3.8
            
            
            
            5.6$
            122.8
            
            
            $
            88.6
            
            
            $
            57.2





Money
market funds held by domestic subsidiaries are included in cash equivalents,
whereas such funds held by non-U.S subsidiaries are included in short-term
investments.





Investments
categorized as trading (including money market funds) are carried at fair value,
and totaled $117.5 million, $82.2 million and $49.9 million at September 30,
2009, December 31, 2008 and September 30, 2008,
respectively.  Corporate bonds are categorized as held-to-maturity,
and their carrying value approximates fair value.  The contractual
maturities of the held-to-maturity corporate bonds at September 30, 2009 are as
follows (in millions):





Years
      to maturityLess
      than
              1
      year
            
            
            1-5
              Years
            
            
            Total$
            2.0
            
            
            $
            .8
            
            
            $
            2.8





Nicor’s
investments also include certain restricted investments, including certificates
of deposit and bank accounts, maintained to fulfill statutory or contractual
requirements.  These investments totaled $2.5 million, $1.6 million
and $1.7 million at September 30, 2009, December 31, 2008 and September 30,
2008, respectively.





Gains or
losses included in earnings resulting from the sale of investments were not
significant.








7
 
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5.
                SHORT-TERM
      AND LONG-TERM DEBT


In
February 2009, the $50 million 5.37 percent First Mortgage Bond series matured
and was retired.  In July 2009, Nicor Gas, through a private
placement, issued $50 million First Mortgage Bonds at 4.70 percent, due in
2019.





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.





In May
2009, Nicor Gas established a $550 million, 364-day revolver, expiring May 2010,
to replace the $600 million, nine-month seasonal revolver, which expired in May
2009.  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 $365.0
million, $739.9 million and $439.0 million of commercial paper borrowings
outstanding at September 30, 2009, December 31, 2008 and September 30, 2008,
respectively.





The
company believes it is in compliance with all debt covenants.


6.
                INCOME
      TAXES


The
effective income tax rate for the three months ended September 30, 2009
decreased to 39.6 percent from 64.9 percent in the prior-year
period.  Both quarters reflect an effective income tax rate higher
than the expected annual effective income tax rate as they reflect the impact of
changes to forecasted annual pretax income identified in the
quarter.  The year-to-date adjustment to income taxes recognized in
the quarter resulting from these changes to forecasted annual pretax income has
a larger impact in quarters with lower income. The effective income tax rate for
the nine months ended September 30, 2009 increased to 32.4 percent from 26.8
percent in the prior-year period.  The higher effective income tax
rate for the nine months ended September 30, 2009 is due primarily to higher
2009 forecasted annual pretax income (which causes a higher effective income tax
rate since permanent differences and tax credits are a smaller share of pretax
income), a decrease in projected untaxed foreign shipping earnings for 2009, a
reduction in tax credits and the absence of tax reserve adjustments recognized
in 2008.





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 determined to be indefinitely reinvested offshore, no
deferred income tax expense would be recorded by the company.  For the
three and nine months ended September 30, 2009, income tax expense has not been
provided on approximately $3 million and $8 million, respectively, of foreign
company shipping earnings that are expected to be indefinitely reinvested
offshore compared to approximately $5 million and $8 million, respectively, for
the three and nine months ended September 30, 2008.  As of September
30, 2009, Nicor has not recorded deferred income taxes of approximately $54
million on approximately $154 million of cumulative undistributed foreign
earnings that are expected, in management’s judgment, to be indefinitely
reinvested offshore.





The
company has approximately $6 million of net interest receivable accrued at
September 30, 2009 compared with $9 million of net interest receivable as of
December 31, 2008.  The change is due primarily to the settlement of
interest in the first quarter of 2009 related to a state income tax
matter.





8
 
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The
balance of unamortized investment tax credits at September 30, 2009, December
31, 2008 and September 30, 2008 was $24.5 million, $26.0 million and $26.5
million, respectively.


7.
                ACCRUED
      UNBILLED REVENUES
 
 Receivables
include accrued unbilled revenues of $28.6 million, $199.1 million and $52.0
million at September 30, 2009, December 31, 2008 and September 30, 2008,
respectively, related primarily to gas distribution operations.  Nicor
Gas accrues revenues for estimated deliveries to customers from the date of
their last bill until the balance sheet date.


8.
                FAIR
      VALUE MEASUREMENTS


The
tables below categorize, into three broad levels (with Level 1 considered the
most reliable) based upon the valuation inputs, the fair values of those assets
and liabilities that are measured on a recurring basis (in
millions):





Fair
      value amountQuoted
      prices in active markets
            
            
            Significant
      observable inputs
            
            
            Significant
      unobservable inputs(Level
      1)
            
            
            (Level
      2)
            
            
            (Level
      3)
            
            
            TotalSeptember
      30, 2009AssetsMoney
      market funds
            
            $
            115.9
            
            
            $
            -
            
            
            $
            -
            
            
            $
            115.9Derivatives
            
            
            27.8
            
            
            
            25.1
            
            
            
            8.4
            
            
            
            61.3$
            143.7
            
            
            $
            25.1
            
            
            $
            8.4
            
            
            $
            177.2LiabilitiesDerivatives
            
            $
            62.5
            
            
            $
            23.9
            
            
            $
            2.5
            
            
            $
            88.9





December
      31, 2008AssetsMoney
      market funds
            
            $
            81.2
            
            
            $
            -
            
            
            $
            -
            
            
            $
            81.2Derivatives
            
            
            33.8
            
            
            
            21.7
            
            
            
            8.5
            
            
            
            64.0$
            115.0
            
            
            $
            21.7
            
            
            $
            8.5
            
            
            $
            145.2LiabilitiesDerivatives
            
            $
            161.4
            
            
            $
            28.0
            
            
            $
            6.9
            
            
            $
            196.3


September
      30, 2008AssetsMoney
      market funds
            
            $
            48.8
            
            
            $
            -
            
            
            $
            -
            
            
            $
            48.8Derivatives
            
            
            23.0
            
            
            
            17.0
            
            
            
            7.5
            
            
            
            47.5$
            71.8
            
            
            $
            17.0
            
            
            $
            7.5
            
            
            $
            96.3LiabilitiesDerivatives
            
            $
            74.6
            
            
            $
            14.9
            
            
            $
            5.4
            
            
            $
            94.9





When
available and appropriate, the company uses quoted market prices in active
markets to determine fair value, and classifies such items within Level
1.  For derivatives, Level 1 values include only those derivative
instruments traded on the NYMEX.  The company enters into
over-the-counter instruments with values that are similar to, and correlate
with, quoted prices for exchange-traded instruments in active






9
 
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markets;
these over-the-counter items are classified within Level 2.  In
certain instances, the company may be required to use one or more significant
unobservable inputs for a model-derived valuation; the resulting valuation is
classified as Level 3.





The net
fair value of derivatives relates largely to Nicor Gas.  The majority
of derivatives held by Nicor Gas are for the purpose of hedging natural gas
purchases for its customers, and therefore their fair values do not affect net
income, as their settlement is passed directly through to customers without
markup, subject to ICC review.  The change in fair value for these
derivatives is accounted for through regulatory assets and
liabilities.





The
following table presents a reconciliation of the Level 3 beginning and ending
net derivative asset balances (in millions):




Three
      months ended
              September
      30
            
            
            Nine
      months ended
              September
      302009
            
            
            2008
            
            
            2009
            
            
            2008Beginning
      of period
            
            $
            5.3
            
            
            $
            6.9
            
            
            $
            1.6
            
            
            $
            8.2Net
      realized/unrealized gains (losses)Included
      in regulatory assets andliabilities
            
            
            .1
            
            
            
            1.1
            
            
            
            (1.6
            )
            
            
            7.0Included
      in net income
            
            
            2.1
            
            
            
            -
            
            
            
            12.4
            
            
            
            2.5Settlements,
      net of purchases
            
            
            (3.0
            )
            
            
            (2.7
            )
            
            
            (1.7
            )
            
            
            (10.9
            )Transfers
      in and/or (out) of Level 3
            
            
            1.4
            
            
            
            (3.2
            )
            
            
            (4.8
            )
            
            
            (4.7
            )End
      of period
            
            $
            5.9
            
            
            $
            2.1
            
            
            $
            5.9
            
            
            $
            2.1Net
      realized/unrealized gains (losses) included in net
              income
      relating to derivatives still held at September 30
            
            $
            1.5
            
            
            $
            (1.1
            )
            
            $
            13.0
            
            
            $
            1.4


Net
realized/unrealized gains (losses) included in net income are attributable to
Nicor Enerchange and are classified as operating revenues.





Nicor
maintains margin accounts related to financial derivative
transactions.  The company’s policy is not to offset the fair value of
assets and liabilities recognized for derivative instruments or any related
margin account.  The following table represents the balances of margin
accounts related to derivative instruments (in millions):




September
      30
            
            
            December
      31
            
            
            September
      302009
            
            
            2008
            
            
            2008AssetsMargin
      accounts – derivative instruments
            
            $
            50.2
            
            
            $
            134.4
            
            
            $
            94.9Other
      – noncurrent
            
            
            7.0
            
            
            
            29.3
            
            
            
            -LiabilitiesOther
      – current
            
            $
            4.0
            
            
            $
            .1
            
            
            $
            .1





In
addition, the recorded amount of restricted short-term investments and
short-term borrowings approximates fair value.  Long-term debt
outstanding, including current maturities, is recorded at the principal balance
outstanding, net of unamortized discounts.  The principal balance of
Nicor Gas’ First Mortgage Bonds outstanding at September 30, 2009, December 31,
2008 and September 30, 2008 was $500 million.  Based on quoted prices
and market interest rates, the fair value of the company’s First Mortgage Bonds
outstanding was approximately $546 million at September 30, 2009, $520 million
at December 31, 2008 and $486 million at September 30, 2008.






10
 
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9.
                DERIVATIVE
      INSTRUMENTS





A
description of the company’s objectives and strategies for using derivative
instruments, and related accounting policies, is included in Note 2 – Accounting
Policies – Derivative instruments.  All derivatives recognized on the
Condensed Consolidated Balance Sheets are measured at fair value, as described
in Note 8 – Fair Value Measurements.





Balance
sheet.  Derivative assets and liabilities as of September 30,
2009, carried at fair value on the Condensed Consolidated Balance Sheets, are
shown in the table below (in millions):





Derivatives
      designated
              as
      hedging instruments
            
            
            Derivatives
      not designated as hedging instrumentsAssetsDerivative
      instruments
            
            $
            .6
            
            
            $
            51.5Other
      – noncurrent
            
            
            -
            
            
            
            9.2$
            .6
            
            
            $
            60.7LiabilitiesDerivative
      instruments
            
            $
            1.8
            
            
            $
            76.9Other
      – noncurrent
            
            
            -
            
            
            
            10.2$
            1.8
            
            
            $
            87.1





Volumes.  As of
September 30, 2009, Nicor Gas held outstanding derivative contracts of
approximately 62 Bcf to hedge natural gas purchases for customer use, spanning
approximately three years.  Commodity price-risk exposure arising from
Nicor Enerchange’s activities and Nicor Gas’ natural gas purchases for company
use is mitigated with derivative instruments that total to a net short position
of 0.4 Bcf as of September 30, 2009.  The above volumes exclude
contracts, such as variable-priced contracts and basis swaps, which are
accounted for as derivatives but whose fair values are not directly impacted by
changes in commodity prices.





Income statement– cash flow
hedges.  Changes in the fair value of derivatives designated as
a cash flow hedge are recognized in other comprehensive income until the hedged
transaction is recognized in the income statement.  Cash flow hedges
used by the company’s other energy ventures, to hedge utility-bill management
products, are eventually recognized within operating revenues.  Cash
flow hedges used by Nicor Gas, to hedge purchases of natural gas for company
use, are eventually recorded within operating and maintenance
expense.  Cash flow hedges affected accumulated other comprehensive
income and income as shown in the following tables (in
millions):




Three
      months ended September 30, 2009Pretax
      gain (loss) recognized in other comprehensive income
              (Effective
      portion)
            
            Location
            
            Pretax
      gain
              (loss)
      reclassified
              from
      accumulated
              other
      comprehensive income into income
              (Effective
      portion)
            
            
            Pretax
      gain (loss) recognized in income
              (Ineffective
      portion)$
            .6
            
            Operating
      revenues
            
            $
            (.4)
            
            
            $
            (.1).1
            
            Operating
      and maintenance
            
            
            (1.2)
            
            
            
            -$
            .7
            
            
            
            $
            (1.6)
            
            
            $
            (.1)






11
 
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Nine
      months ended September 30, 2009Pretax
      gain (loss) recognized in other comprehensive income
              (Effective
      portion)
            
            Location
            
            Pretax
      gain
              (loss)
      reclassified
              from
      accumulated
              other
      comprehensive income into income
              (Effective
      portion)
            
            
            Pretax
      gain (loss) recognized in income
              (Ineffective
      portion)$
            (2.2)
            
            Operating
      revenues
            
            $
            (10.4)
            
            
            $
            .1(3.7)
            
            Operating
      and maintenance
            
            
            (6.9)
            
            
            
            -$
            (5.9)
            
            
            
            $
            (17.3)
            
            
            $
            .1


As of
September 30, 2009, the time horizon of cash flow hedges of natural gas
purchases for Nicor Gas company use and for utility-bill management products
sold by Nicor’s other energy ventures extends to as long as 15
months.  For these hedges, the total pretax loss deferred in
accumulated other comprehensive income at September 30, 2009 was $2.1 million
(or $1.3 million after taxes), of which $2.0 million (or $1.2 million after
taxes) is expected to be reclassified to earnings within the next 12
months.





Income statement – derivatives not
designated as hedges.  The earnings of the company are subject
to volatility for those derivatives not designated as
hedges.  Non-designated derivatives used by the company’s other energy
ventures, to hedge energy trading activities and utility-bill management
products, are recorded in operating revenues.  Non-designated
derivatives used by Nicor Gas, to hedge purchases of natural gas for company
use, are recorded within operating and maintenance expense.  Pretax
earnings effects of these items are summarized in the table below for the
periods ended September 30, 2009 (in millions):





Net
      gain (loss)
              recognized
      in incomeLocation
            
            Three
      months ended
            
            
            Nine
      months endedOperating
      revenues
            
            $
            (5.6
            )
            
            $
            (14.3
            )Operating
      and maintenance
            
            
            -
            
            
            
            (1.8
            )$
            (5.6
            )
            
            $
            (16.1
            )





Nicor
Gas’ derivatives to hedge the purchase of natural gas for its customers are also
not designated as hedging instruments.  Gains or losses on these
derivatives are not recognized in pretax earnings, but are deferred as
regulatory assets or liabilities until the related revenue is
recognized.  Net losses of $8.1 million and $133.6 million were
recognized in regulatory assets for the three and nine months ended September
30, 2009, respectively.








12
 
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Credit-risk-related contingent
features.  Provisions within certain derivative agreements
require the company to post collateral if the company’s net liability position
exceeds a specified threshold.  Also, certain derivative agreements
contain credit-risk-related contingent features, whereby the company would be
required to provide additional collateral or pay the amount due to the
counterparty when a credit event occurs, such as if the company’s credit rating
was to be lowered.  As of September 30, 2009, for agreements with such
features, derivative contracts with liability fair values totaled approximately
$16 million, for which the company had posted no collateral to its
counterparties.  If it was assumed that the company had to post the
maximum contractually specified collateral or settle the liability, the company
would have been required to pay approximately $11 million.





Concentrations of credit
risk.  In instances in which the company holds an
uncollateralized net asset per an over-the-counter derivative contract, there is
potential credit risk in the event the counterparty defaults on a settlement or
fails to perform under the agreed-upon terms.  To manage this credit
risk, the company maintains prudent credit policies to determine and monitor the
creditworthiness of counterparties, seeks guarantees or collateral, in the form
of cash or letters of credit, acquires credit insurance in certain instances and
limits its exposure to any one counterparty.  The company also, in
some instances, enters into netting arrangements to mitigate counterparty credit
risk.





10.
            POSTRETIREMENT
      BENEFITS





Nicor Gas
maintains a noncontributory defined benefit pension plan covering substantially
all employees hired prior to 1998.  Pension benefits are based on
years of service and highest average salary for management employees and job
level for collectively bargained employees.  The benefit obligation
related to collectively bargained benefits considers the company’s past practice
of regular benefit increases to reflect current wages.  Nicor Gas also
provides health care and life insurance benefits to eligible retired employees
under a plan that includes a limit on the company’s share of cost for employees
hired after 1982.





The
company’s postretirement benefit costs have historically been considered in rate
proceedings in the period they are accrued.  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 income, instead of being recorded in accumulated other
comprehensive income.  However, to the extent Nicor Gas employees
perform services for non-regulated affiliates and to the extent such employees
are eligible to participate in these plans, the affiliates are charged for the
cost of these benefits and the changes in the funded status relating to these
employees are recorded in accumulated other comprehensive income.





About
one-fourth of the net periodic benefit cost or credit related to these plans has
been capitalized as a cost of constructing gas distribution facilities and the
remainder is included in gas distribution operating and maintenance expense, net
of amounts charged to affiliates.  Net periodic benefit cost (credit)
included the following components (in millions):




Pension
      benefits
            
            
            Health
      care and
              other
      benefits2009
            
            
            2008
            
            
            2009
            
            
            2008Three
      months ended September 30Service
      cost
            
            $
            2.1
            
            
            $
            2.1
            
            
            $
            .6
            
            
            $
            .6Interest
      cost
            
            
            4.2
            
            
            
            4.0
            
            
            
            3.1
            
            
            
            3.0Expected
      return on plan assets
            
            
            (6.3
            )
            
            
            (9.9
            )
            
            
            -
            
            
            
            -Recognized
      net actuarial loss
            
            
            3.8
            
            
            
            -
            
            
            
            1.1
            
            
            
            1.2Amortization
      of prior service cost
            
            
            .1
            
            
            
            .1
            
            
            
            (.1
            )
            
            
            (.1
            )$
            3.9
            
            
            $
            (3.7
            )
            
            $
            4.7
            
            
            $
            4.7






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Pension
      benefits
            
            
            Health
      care and
              other
      benefits2009
            
            
            2008
            
            
            2009
            
            
            2008Nine
      months ended September 30Service
      cost
            
            $
            6.4
            
            
            $
            6.4
            
            
            $
            1.7
            
            
            $
            1.6Interest
      cost
            
            
            12.4
            
            
            
            11.9
            
            
            
            9.1
            
            
            
            9.0Expected
      return on plan assets
            
            
            (18.9
            )
            
            
            (29.9
            )
            
            
            -
            
            
            
            -Recognized
      net actuarial loss
            
            
            11.5
            
            
            
            -
            
            
            
            3.4
            
            
            
            3.5Amortization
      of prior service cost
            
            
            .3
            
            
            
            .3
            
            
            
            (.1
            )
            
            
            (.1
            )$
            11.7
            
            
            $
            (11.3
            )
            
            $
            14.1
            
            
            $
            14.0


Due to
the significant decline in the fair value of the pension plan’s assets during
2008, the expected return on plan assets has decreased in 2009 as compared to
2008.  Also, the fair value decline in 2008 has created an actuarial
loss that is being amortized over the average remaining service lives of
employees covered by the plan.





11.
            EQUITY
      INVESTMENT INCOME, NET





On March
31, 2009, the company sold its 50-percent interest in EN
Engineering.  The company’s share of the sale price is $16.0 million,
with an additional $1.5 million which is contingent on EN Engineering’s 2010
performance and would be due in 2011.  After closing costs and other
adjustments, Nicor received cash of $13.0 million and recorded a gain on the
sale of $10.1 million.  Equity investment income also includes
investment income from Triton of $1.4 million and $3.9 million for the three and
nine months ended September 30, 2009, respectively, and $2.0 million and $5.2
million, for the same periods ended September 30, 2008,
respectively.  Nicor received cash distributions from equity investees
for the three and nine months ended September 30, 2009 of $2.0 million and $8.5
million, respectively, and $4.5 million and $11.8 million, respectively for the
same periods ended September 30, 2008.


12.
                COMPREHENSIVE
      INCOME  Total
comprehensive income (loss) is as follows (in
millions):





Three
      months ended
            
            
            Nine
      months endedSeptember
      30
            
            
            September
      302009
            
            
            2008
            
            
            2009
            
            
            2008Net
      income
            
            $
            13.6
            
            
            $
            1.3
            
            
            $
            80.3
            
            
            $
            71.6Other
      comprehensive income (loss), after tax
            
            
            1.5
            
            
            
            (12.1
            )
            
            
            7.3
            
            
            
            (2.9
            )$
            15.1
            
            
            $
            (10.8
            )
            
            $
            87.6
            
            
            $
            68.7




Other
comprehensive income (loss) consists primarily of net unrealized gains and
losses from derivative financial instruments accounted for as cash flow
hedges.





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13.
                BUSINESS
      SEGMENT
INFORMATION





Financial
data by major business segment is presented below (in millions):





Gas
              distribution
            
            
            Shipping
            
            
            Other
      energy ventures
            
            
            Corporate
      and
              eliminations
            
            
            ConsolidatedThree
      months ended September 30, 2009Operating
      revenuesExternal
      customers
            
            $
            210.3
            
            
            $
            83.3
            
            
            $
            32.0
            
            
            $
            -
            
            
            $
            325.6Intersegment
            
            
            4.7
            
            
            
            -
            
            
            
            2.7
            
            
            
            (7.4
            )
            
            
            -$
            215.0
            
            
            $
            83.3
            
            
            $
            34.7
            
            
            $
            (7.4
            )
            
            $
            325.6Operating
      income
            
            $
            19.5
            
            
            $
            6.6
            
            
            $
            3.7
            
            
            $
            -
            
            
            $
            29.8Three
      months ended September 30, 2008Operating
      revenuesExternal
      customers
            
            $
            299.2
            
            
            $
            108.5
            
            
            $
            32.6
            
            
            $
            -
            
            
            $
            440.3Intersegment
            
            
            6.9
            
            
            
            -
            
            
            
            2.3
            
            
            
            (9.2
            )
            
            
            -$
            306.1
            
            
            $
            108.5
            
            
            $
            34.9
            
            
            $
            (9.2
            )
            
            $
            440.3Operating
      income (loss)
            
            $
            .4
            
            
            $
            9.5
            
            
            $
            .6
            
            
            $
            (1.2
            )
            
            $
            9.3Nine
      months ended September 30, 2009Operating
      revenuesExternal
      customers
            
            $
            1,493.5
            
            
            $
            256.5
            
            
            $
            134.0
            
            
            $
            -
            
            
            $
            1,884.0Intersegment
            
            
            31.8
            
            
            
            -
            
            
            
            29.0
            
            
            
            (60.8
            )
            
            
            -$
            1,525.3
            
            
            $
            256.5
            
            
            $
            163.0
            
            
            $
            (60.8
            )
            
            $
            1,884.0Operating
      income (loss)
            
            $
            98.4
            
            
            $
            15.7
            
            
            $
            19.0
            
            
            $
            (3.9
            )
            
            $
            129.2Nine
      months ended September 30, 2008Operating
      revenuesExternal
      customers
            
            $
            2,275.2
            
            
            $
            308.8
            
            
            $
            151.8
            
            
            $
            -
            
            
            $
            2,735.8Intersegment
            
            
            55.2
            
            
            
            -
            
            
            
            6.0
            
            
            
            (61.2
            )
            
            
            -$
            2,330.4
            
            
            $
            308.8
            
            
            $
            157.8
            
            
            $
            (61.2
            )
            
            $
            2,735.8Operating
      income (loss)
            
            $
            83.4
            
            
            $
            19.1
            
            
            $
            12.6
            
            
            $
            (2.0
            )
            
            $
            113.1





The
majority of intersegment revenues represent revenues related to customers
entering into utility-bill management contracts with Nicor
Solutions.  Under the utility-bill management contracts, Nicor
Solutions bills a fixed amount to a customer, regardless of changes in natural
gas prices or weather, and in exchange pays the customer’s utility bills from
Nicor Gas.  Intersegment revenues are eliminated in the Condensed
Consolidated Financial Statements.





Benefits
(costs) associated with Nicor’s other energy ventures’ utility-bill management
contracts attributable to warmer (colder) than normal weather for the three and
nine months ended September 30, 2009 were $0.1 million and $(2.8) million,
respectively, and $0.4 million and $(3.6) million, respectively for the same
periods in 2008.  This benefit (cost) is recorded 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.







15
 
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14.
                REGULATORY
      PROCEEDINGS





Rate proceeding.  On
April 29, 2008, Nicor Gas filed with the ICC for an overall increase in
rates.  The company sought a revenue increase of approximately $140
million for a rate of return on rate base of 9.27 percent, which reflects an
11.15 percent cost of common equity.  The increase is needed to
recover higher operating costs and increased capital investments.





In its
rate filing, Nicor Gas proposed some new rate adjustment
mechanisms.  These included 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 were 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 March
25, 2009, the ICC issued an order approving an increase in base revenues of
approximately $69 million, a rate of return on rate base of 7.58 percent and a
rate of return on equity of 10.17 percent.  The order also approved an
energy efficiency rider.  Nicor Gas placed the rates approved in the
March 25, 2009 order into effect on April 3, 2009.





On April
24, 2009, the company filed a request for rehearing with the ICC concerning the
capital structure and return on equity contained in the ICC’s rate order
contending the company’s return on rate base should be higher.  The
Illinois Attorney General’s Office, Citizens Utility Board and the Environmental
Law and Policy Center also filed requests for rehearing on items including the
management structure of the Energy Efficiency Plan and the rate design for
residential customers.  These other parties did not raise issues about
the amount of the rate increase granted to Nicor Gas.  On May 13,
2009, the ICC agreed to conduct a rehearing concerning the capital structure but
denied the remainder of the company’s request.  The ICC also denied
all the rehearing requests by other parties.  On October 7, 2009, the
ICC issued its decision on rehearing in which it increased the annual base
revenues approved for Nicor Gas in the March 25, 2009 order by approximately $11
million, representing a rate of return on rate base of 8.09
percent.  Nicor Gas placed the rates approved in the rehearing
decision into effect on a prospective basis on October 15, 2009.  This
$11 million increase is incremental to the approximately $69 million increase
approved in the ICC’s March 2009 rate order.  Therefore, the total
annual base revenue increase resulting from the rate case originally filed by
the company in April 2008 is approximately $80 million.  Nicor Gas has
appeals of the ICC’s rate orders on file in state appellate court.





Bad debt rider.  In
September 2009, Nicor Gas filed for approval of a rate adjustment mechanism for
bad debt expense (“bad debt rider”) with the ICC under an Illinois state law
which took effect in July 2009.  The ICC has 180 days to approve, or
modify and approve, the company’s proposed bad debt rider.  This
rider, if approved, would provide for recovery from customers of the amount over
the benchmark for bad debt expense established in the Company’s rate
cases.  It would also provide for refunds to customers if bad debt
expense was below such benchmarks.  If approved as filed, the Company
would recover, in 2010, approximately $32 million of 2008 bad debt expense in
excess of those benchmarks.  New higher benchmarks apply to 2009 and
future years as a result of the rate order received in 2009.  The
company does not currently expect a significant recovery or refund for 2009 bad
debt expense based upon current natural gas prices and normal weather for the
remainder of the year.  Any refund or recovery relating to 2009 bad
debt expense would be effected over a 12-month period beginning
mid-2010.  Adjustments under this tracker will be recognized when
probable.  Currently, the company does not expect to recognize amounts
related to the bad debt rider until receipt of an ICC order related to the
filing.







16
 
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15.
            GUARANTEES
      AND INDEMNITIES





Nicor and
certain subsidiaries enter into various financial and performance guarantees and
indemnities providing assurance to third parties.





Financial
guarantees.TEL has an obligation to restore to zero any
deficit in its equity account for income tax purposes in the unlikely event that
Triton is liquidated and a deficit balance remains.  This obligation
continues for the life of the Triton partnerships and any payment is effectively
limited to the assets of TEL, which were approximately $9 million at September
30, 2009.  Nicor believes the likelihood of any such payment by TEL is
remote.  No liability has been recorded for this
obligation.





Performance guarantees.Nicor Services markets product warranty contracts that provide for the
repair of heating, ventilation and air conditioning equipment, natural gas
lines, and other appliances within homes.  Revenues from these product
warranty contracts are recognized ratably over the coverage period, and related
repair costs are charged to expense as incurred.  Repair expenses of
$1.8 million and $5.5 million were incurred in the three and nine months ended
September 30, 2009, respectively, and $1.6 million and $4.9 million,
respectively, for the same periods in 2008.





Indemnities.  In
certain instances, Nicor has undertaken to indemnify current property owners and
others against costs associated with the effects and/or remediation of
contaminated sites for which the company may be responsible under applicable
federal or state environmental laws, generally with no limitation as to the
amount.  These indemnifications relate primarily to ongoing coal tar
cleanup, as discussed in Note 16 – Contingencies – Manufactured Gas Plant
Sites.  Nicor believes that the likelihood of payment under its other
environmental indemnifications is remote.  No liability has been
recorded for such indemnifications.





Nicor has
also indemnified, to the fullest extent permitted under the laws of the State of
Illinois and any other applicable laws, its present and former directors,
officers and employees against expenses they may incur in connection with
litigation they are a party to by reason of their association with the
company.  There is generally no limitation as to the
amount.  In 2007, the SEC filed a civil injunctive action against
three former officers of Nicor relating to the PBR Plan.  Defense
costs that are being incurred by these former officers in connection with the
SEC action currently are being tendered to, and paid by, the company’s
insurer.  While the company does not expect to incur significant costs
relating to the indemnification of present and former directors, officers and
employees after taking into account available insurance, it is not possible to
estimate the maximum future potential payments.


16.
                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






17
 
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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 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.





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.





On
February 5, 2003, CUB filed a motion for $27 million in sanctions against the
company in the ICC Proceedings.  In that motion, 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
Administrative Law Judges (“ALJs”) assigned to the proceeding issued a ruling
denying CUB’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 CUB or other parties to the ICC Proceedings.





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 Entergy-Koch Trading, LP (“EKT”), a natural gas,
storage and transportation trader and consultant with whom Nicor did business
under the PBR plan.  Review of additional information completed in
2004 resulted in the $1.8 million adjustment to the previously recorded
liability referenced above.





The
evidentiary hearings on this matter were stayed in 2004 in order to permit the
parties to undertake additional third party discovery from EKT.  In
December 2006, the additional third party discovery from






18
 
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EKT was
obtained and the ALJs issued a scheduling order that provided for Nicor Gas to
submit direct testimony by April 13, 2007.  In its direct testimony,
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.  In September 2009, the staff of the ICC, IAGO and CUB submitted
direct testimony to the ICC requesting refunds of $109 million, $255 million and
$286 million, respectively.  No date has been set for evidentiary
hearings on this matter.





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 September 30,
2009.





Mercury.  Nicor Gas
has incurred, and expects to continue to incur, costs related to its historical
use of mercury in various kinds of company equipment.





As of
September 30, 2009, Nicor Gas had remaining an estimated liability of $2.2
million related to inspection, cleanup and legal defense costs.  This
represents management’s best estimate of future costs based on an evaluation of
currently available information.  Actual costs may vary from this
estimate.  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.





The final
disposition of these mercury-related matters is not expected to have a material
adverse impact on the company’s liquidity or financial condition.





Manufactured Gas Plant
Sites.  Manufactured gas plants were used in the 1800’s and
early to mid 1900’s to produce manufactured gas from coal, creating a coal tar
byproduct.  Current environmental laws may require the cleanup of coal
tar at certain former manufactured gas plant sites.





Nicor Gas
has identified properties for which it may have some
responsibility.  Most of these properties are not presently owned by
the company.  Nicor Gas and Commonwealth Edison Company (“ComEd”) were
parties to an interim agreement to cooperate in cleaning up residue at many of
these properties. Under the
interim agreement, mutually agreed costs were to be evenly split between Nicor
Gas and ComEd until such time as they are finally allocated either through
negotiation or arbitration.  On January 3, 2008, Nicor Gas and ComEd
entered into a definitive agreement concerning final cost
allocations.  The definitive agreement allocates to Nicor Gas 51.73
percent of cleanup costs for 24 sites, no portion of the cleanup costs for 14
other sites and 50 percent of general remediation program costs that do not
relate exclusively to particular sites.  The definitive agreement
required approval of the ICC, which was obtained in the second quarter of
2009.  Information regarding preliminary site reviews has been
presented to the Illinois Environmental Protection Agency for certain
properties.  More detailed investigations and remedial activities are
complete, in progress or planned at many of these sites.  The results
of the detailed site-by-site investigations will determine the extent additional
remediation is necessary and provide a basis for estimating additional future
costs.  As of September 30, 2009, the company had recorded a liability
in connection with these matters of $22.0 million.  In accordance with
ICC authorization, the company has been recovering, and expects to continue to
recover, these costs from its customers, subject to annual prudence
reviews.





In April
2002, Nicor Gas was named as a defendant, together with ComEd, in a lawsuit
brought by the Metropolitan Water Reclamation District of Greater Chicago (the
“MWRDGC”) under the Federal








19
 
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Comprehensive
Environmental Response, Compensation and Liability Act seeking recovery of past
and future remediation costs and a declaration of the level of appropriate
cleanup for a former manufactured gas plant site in Skokie, Illinois now owned
by the MWRDGC.  In January 2003, the suit was amended to include a
claim under the Federal Resource Conservation and Recovery Act.  The
suit was filed in the United States District Court for the Northern District of
Illinois.  Management cannot predict the outcome of this litigation or
the company’s potential exposure thereto, if any, and has not recorded a
liability associated with this contingency.





Since
costs and recoveries relating to the cleanup of manufactured gas plant sites are
passed directly through to customers in accordance with ICC regulations, subject
to an annual ICC prudence review, the final disposition of manufactured gas
plant matters is not expected to have a material impact on the company’s
financial condition or results of operations.





PCBs.In June 2007,
Nicor Gas notified the USEPA of the discovery by Nicor Gas of PCBs at four homes
in Park Ridge, Illinois.  Nicor Gas has cleaned up the PCBs at these
four homes.  In July 2007, the USEPA issued a subpoena to Nicor Gas
pursuant to Section 11 of the Toxic Substances Control Act.  In the
subpoena, the USEPA indicated that it was investigating Nicor Gas’
identification of PCB-contaminated liquids in its distribution
system.  The subpoena sought documents related to Nicor Gas’ pipeline
liquids and the extent and location of PCBs contained therein.  The
Illinois Attorney General made a similar request for information from Nicor
Gas.  Nicor Gas has provided documentation to the USEPA and the
Illinois Attorney General, including information about the presence of PCBs in
its system, and has conducted sample testing at additional customer
locations.  The USEPA is undertaking a nationwide inquiry into the
presence of PCBs in gas transmission and distribution pipelines. The company
does not expect, however, either the USEPA or the Illinois Attorney General to
assess fines to, or pursue any enforcement actions, against Nicor Gas with
respect to this matter.





Municipal Tax
Matters.  Many municipalities in Nicor Gas’ service territory
have enacted ordinances that impose taxes on gas sales to customers within
municipal boundaries.  Most of these municipal taxes are imposed on
Nicor Gas based on revenues generated by Nicor Gas within the
municipality.  Other municipal taxes are imposed on natural gas
consumers within the municipality but are collected from consumers and remitted
to the municipality by Nicor Gas.  A number of municipalities have
instituted audits of Nicor Gas’ tax remittances.  In May 2007, five of
those municipalities filed an action against Nicor Gas in state court in DuPage
County, Illinois relating to these tax audits.  Following a dismissal
of this
action without prejudice by the trial court, the municipalities filed an amended
complaint in August 2008.  The amended complaint seeks, among other
things, compensation for alleged unpaid taxes.  Nicor Gas is
contesting the claims in the amended complaint.  In December 2007, 25
additional municipalities, all represented by the same audit firm involved in
the lawsuit, issued assessments to Nicor Gas claiming that it failed to provide
information requested by the audit firm and owed the municipalities back
taxes.  Nicor Gas believes the assessments are improper and has
challenged them.  While the company is unable to predict the outcome
of these matters or to reasonably estimate its potential exposure related
thereto, if any, and has not recorded a liability associated with this
contingency, the final disposition of these matters is not expected to have a
material adverse impact on the company’s liquidity or financial
condition.





Other.In addition to
the matters set forth above, 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.  Although unable to determine the ultimate outcome of these
other contingencies, management believes that these amounts are appropriately
reflected in the financial statements, including the recording of appropriate
liabilities when reasonably estimable.







20
 
 Table of Contents








Item
2.       Management’s Discussion and
Analysis of Financial Condition and Results of
Operations





The
following discussion should be read in conjunction with the Management’s
Discussion and Analysis section of the Nicor 2008 Annual Report on Form
10-K.  Results for the interim periods presented are not necessarily
indicative of the results to be expected for the full fiscal year due to
seasonal and other factors.





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 other 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 a cargo
container leasing business, a FERC-regulated natural gas pipeline and certain
affordable housing investments.





Net
income and diluted earnings per common share are presented below (in millions,
except per share data):




Three
      months ended
            
            
            Nine
      months endedSeptember
      30
            
            
            September
      302009
            
            
            2008
            
            
            2009
            
            
            2008Net
      income
            
            $
            13.6
            
            
            $
            1.3
            
            
            $
            80.3
            
            
            $
            71.6Diluted
      earnings per common share
            
            $
            .30
            
            
            $
            .03
            
            
            $
            1.77
            
            
            $
            1.58





Comparisons
of the three months ended results reflect higher operating income in the
company’s gas distribution and other energy-related businesses, improved
corporate operating results and a lower effective income tax rate, partially
offset by lower operating income in the company’s shipping business and lower
equity investment income.  Comparisons of the nine months ended
results reflect higher operating income in the company’s gas distribution and
other energy-related businesses and higher equity investment income, partially
offset by lower operating income in the company’s shipping business, lower
corporate operating results, lower interest income and a higher effective income
tax rate.





Rate proceeding.On
April 29, 2008, Nicor Gas filed with the ICC for an overall increase in
rates.  The company sought a revenue increase of approximately $140
million for a rate of return on rate base of 9.27 percent, which reflects an
11.15 percent cost of common equity.  The increase is needed to
recover higher operating costs and increased capital investments.





In its
rate filing, Nicor Gas proposed some new rate adjustment
mechanisms.  These included 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 were 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 March
25, 2009, the ICC issued an order approving an increase in base revenues of
approximately $69 million, a rate of return on rate base of 7.58 percent and a
rate of return on equity of 10.17 percent.  The order also approved an
energy efficiency rider.  Nicor Gas placed the rates approved in the
March 25, 2009 order into effect on April 3, 2009.





21
 
 Table of Contents








On April
24, 2009, the company filed a request for rehearing with the ICC concerning the
capital structure and return on equity contained in the ICC’s rate order
contending the company’s return on rate base should be higher.  The
Illinois Attorney General’s Office, Citizens Utility Board and the Environmental
Law and Policy Center also filed requests for rehearing on items including the
management structure of the Energy Efficiency Plan and the rate design for
residential customers.  These other parties did not raise issues about
the amount of the rate increase granted to Nicor Gas.  On May 13,
2009, the ICC agreed to conduct a rehearing concerning the capital structure but
denied the remainder of the company’s request.  The ICC also denied
all the rehearing requests by other parties.  On October 7, 2009, the
ICC issued its decision on rehearing in which it increased the annual base
revenues approved for Nicor Gas in the March 25, 2009 order by approximately $11
million, representing a rate of return on rate base of 8.09
percent.  Nicor Gas placed the rates approved in the rehearing
decision into effect on a prospective basis on October 15, 2009. This $11
million increase is incremental to the approximately $69 million increase
approved in the ICC’s March 2009 rate order.  Therefore, the total
annual base revenue increase resulting from the rate case originally filed by
the company in April 2008 is approximately $80 million.   Nicor
Gas has appeals of the ICC’s rate orders on file in state appellate
court.





As a
result of the rates placed into effect in 2009, it is estimated that a
100-degree day variation from normal (5,600 degree days annually) impacts Nicor
Gas’ distribution margin, net of income taxes, by approximately $1.3
million.





Bad debt rider.  In
September 2009, Nicor Gas filed for approval of a rate adjustment mechanism for
bad debt expense (“bad debt rider”) with the ICC under an Illinois state law
which took effect in July 2009.  The ICC has 180 days to approve, or
modify and approve, the company’s proposed bad debt rider.  This
rider, if approved, would provide for recovery from customers of the amount over
the benchmark for bad debt expense established in the Company’s rate
cases.  It would also provide for refunds to customers if bad debt
expense was below such benchmarks.  If approved as filed, the Company
would recover, in 2010, approximately $32 million of 2008 bad debt expense in
excess of those benchmarks.  New higher benchmarks apply to 2009 and
future years as a result of the rate order received in 2009.  The
company does not currently expect a significant recovery or refund for 2009 bad
debt expense based upon current natural gas prices and normal weather for the
remainder of the year.  Any refund or recovery relating to 2009 bad
debt expense would be effected over a 12-month period beginning
mid-2010.  Adjustments under this tracker will be recognized when
probable.  Currently, the company does not expect to recognize amounts
related to the bad debt rider until receipt of an ICC order related to the
filing.





Capital market
environment.The volatility in the capital markets during 2008
and 2009has 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 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) declined 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) are being
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 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.







22
 
 Table of Contents





Operating income by
segment.Operating income (loss) by major business segment is
presented below (in millions):




Three
      months ended
            
            
            Nine
      months endedSeptember
      30
            
            
            September
      302009
            
            
            2008
            
            
            2009
            
            
            2008Gas
      distribution
            
            $
            19.5
            
            
            $
            .4
            
            
            $
            98.4
            
            
            $
            83.4Shipping
            
            
            6.6
            
            
            
            9.5
            
            
            
            15.7
            
            
            
            19.1Other
      energy ventures
            
            
            3.7
            
            
            
            .6
            
            
            
            19.0
            
            
            
            12.6Corporate
      and eliminations
            
            
            -
            
            
            
            (1.2
            )
            
            
            (3.9
            )
            
            
            (2.0
            )$
            29.8
            
            
            $
            9.3
            
            
            $
            129.2
            
            
            $
            113.1





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





·
            Gas
      distribution operating income increased $19.1 million for the three months
      ended September 30, 2009 compared to the prior year due to higher gas
      distribution margin ($20.1 million increase) and lower operating and
      maintenance expense ($0.9 million decrease), partially offset by higher
      depreciation expense ($1.6 million
increase).





Gas
distribution operating income increased $15.0 million for the nine months ended
September 30, 2009 compared to the prior year due to higher gas distribution
margin ($31.1 million increase), partially offset by higher operating and
maintenance expense ($10.5 million increase) and depreciation expense ($4.9
million increase).





·
            Shipping
      operating income decreased $2.9 million and $3.4 million for the three and
      nine months ended September 30, 2009, respectively, compared to the prior
      year due to lower operating revenues ($25.2 million and $52.3 million
      decreases, respectively), which were partially offset by lower operating
      costs ($22.3 million and $48.9 million decreases,
      respectively).  Operating revenues were lower for both periods
      due primarily to lower volumes shipped ($14.2 million and $38.0 million
      decreases, respectively) and lower average rates ($10.9 million and $14.2
      million decreases, respectively).  Operating costs were lower
      for both periods due primarily to lower transportation-related costs
      ($12.2 million and $32.5 million decreases, respectively, largely
      attributable to lower volumes shipped and fuel prices) and charter costs
      ($2.9 million and $6.7 million decreases,
  respectively).





·
            Nicor’s
      other energy ventures operating income increased $3.1 million for the
      three months ended September 30, 2009 compared to the prior year due to
      higher operating income at Nicor’s energy-related products and services
      businesses ($2.2 million increase) and at Nicor’s wholesale natural gas
      marketing business, Nicor Enerchange ($1.3 million
      increase).  Higher operating income at Nicor’s energy-related
      products and services businesses was due to lower operating expenses ($2.3
      million decrease).  Higher operating income at Nicor Enerchange
      was due primarily to favorable 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 and favorable costing of physical sales activity,
      partially offset by unfavorable changes in valuations of derivative
      instruments used to hedge purchases and sales of natural gas
      inventory.





Nicor’s
other energy ventures operating income increased $6.4 million for the nine
months ended September 30, 2009 compared to the prior year due to higher
operating income at Nicor’s wholesale natural gas marketing business, Nicor
Enerchange ($6.0 million increase) and at Nicor’s energy-related products and
services businesses ($1.1 million increase).  Higher operating income
at Nicor Enerchange was due primarily to favorable results from the company’s
risk management activities associated with hedging the product risks of the
utility-bill management






23
 
 Table of Contents




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 and unfavorable costing of
physical sales activity.  Higher operating income at Nicor’s
energy-related products and services businesses was due to higher operating
revenues ($2.0 million increase), partially offset by higher operating expenses
($0.9 million increase).





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 do not 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 results increased $1.2 million for the three
      months ended September 30, 2009 compared to the prior year due to lower
      legal and business development costs ($1.4 million
    decrease).





Corporate
and eliminations operating results decreased $1.9 million for the nine months
ended September 30, 2009 compared to the prior year due to the absence of prior
year recoveries of previously incurred legal costs ($3.1 million decrease) and
the absence of prior year benefits realized on life insurance contracts ($1.3
million decrease).  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).  Partially offsetting the impact of these prior year items
were lower legal and business development costs ($1.7 million decrease) and
lower costs of a natural weather hedge associated with the utility-bill
management products offered by Nicor’s energy-related products and services
businesses ($0.8 million decrease).  The company recorded $2.8 million
of costs associated with the natural weather hedge in the current year compared
to $3.6 million of costs recorded in the prior year.  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.







24
 
 Table of Contents








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):





Three
      months ended
            
            
            Nine
      months endedSeptember
      30
            
            
            September
      302009
            
            
            2008
            
            
            2009
            
            
            2008Gas
      distribution
            
            $
            215.0
            
            
            $
            306.1
            
            
            $
            1,525.3
            
            
            $
            2,330.4Shipping
            
            
            83.3
            
            
            
            108.5
            
            
            
            256.5
            
            
            
            308.8Other
      energy ventures
            
            
            34.7
            
            
            
            34.9
            
            
            
            163.0
            
            
            
            157.8Corporate
      and eliminations
            
            
            (7.4
            )
            
            
            (9.2
            )
            
            
            (60.8
            )
            
            
            (61.2
            )$
            325.6
            
            
            $
            440.3
            
            
            $
            1,884.0
            
            
            $
            2,735.8





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 decreased $91.1 million for the
three months ended September 30, 2009 compared to the prior year due to lower
natural gas costs (approximately $120 million decrease), partially offset by the
impact of the increase in base rates (approximately $25 million
increase).  Gas distribution revenues decreased $805.1 million for the
nine months ended September 30, 2009 compared to the prior year due primarily to
lower natural gas costs (approximately $700 million decrease), lower demand
unrelated to weather (approximately $70 million decrease)
and warmer weather (approximately $65 million decrease), partially offset by the
impact of the increase in base rates (approximately $45 million
increase).





Shipping
segment operating revenues decreased $25.2 million and $52.3 million for the
three and nine months ended September 30, 2009, respectively, compared to the
prior year due primarily to lower volumes shipped ($14.2 million and $38.0
million decreases, respectively) and lower average rates ($10.9 million and
$14.2 million decreases, respectively).  Volumes shipped were
adversely impacted by the economic slowdown.  Lower average rates were
attributable to lower cost-recovery surcharges for fuel.  During the
second quarter of 2008, Tropical Shipping completed an acquisition of the assets
of Caribtran, Inc., which added approximately 4 percent to shipping revenues on
an annualized basis.





Nicor’s
other energy ventures operating revenues were essentially unchanged for the
three months ended September 30, 2009 compared to the prior year at both Nicor
Enerchange and at Nicor’s energy-related products and services
businesses.





Nicor’s
other energy ventures operating revenues increased $5.2 million for the nine
months ended September 30, 2009 compared to the prior year due primarily to
higher operating revenues at Nicor Enerchange ($3.1 million increase) and at
Nicor’s energy-related products and services businesses ($2.0 million
increase).  Higher operating revenues at Nicor Enerchange were due
primarily to favorable 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 and unfavorable
costing of physical sales activity.  Higher operating revenues at
Nicor’s energy-related products and services businesses were attributable to
higher average contract volumes, partially offset by lower average revenue per
utility-bill management contract, attributable primarily to product
mix.





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






25
 
 Table of Contents





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):





Three
      months ended
            
            
            Nine
      months endedSeptember
      30
            
            
            September
      302009
            
            
            2008
            
            
            2009
            
            
            2008Gas
      distribution revenues
            
            $
            215.0
            
            
            $
            306.1
            
            
            $
            1,525.3
            
            
            $
            2,330.4Cost
      of gas
            
            
            (70.2
            )
            
            
            (180.0
            )
            
            
            (943.2
            )
            
            
            (1,762.9
            )Revenue
      tax expense
            
            
            (12.9
            )
            
            
            (14.3
            )
            
            
            (112.8
            )
            
            
            (129.3
            )Gas
      distribution margin
            
            $
            131.9
            
            
            $
            111.8
            
            
            $
            469.3
            
            
            $
            438.2





Gas
distribution margin increased $20.1 million for the three months ended September
30, 2009 compared to the prior year due to the impact of the increase in base
rates (approximately $25 million increase).  Gas distribution margin
increased $31.1 million for the nine months ended September 30, 2009 compared to
the prior year due to the impact of the increase in base rates (approximately
$45 million increase), partially offset by lower demand unrelated to weather
(approximately $6 million decrease), lower franchise gas cost recoveries
(approximately $3 million decrease) and warmer weather (approximately $2 million
decrease).  As a result of the rate order which became effective on
March 25, 2009, Nicor Gas will recover through a cost recovery rider current
year franchise gas costs over a 12 month period beginning the following
May.  Prior to the March 25, 2009 rate order, such costs were
recovered based upon a fixed amount determined periodically through a rate case
proceeding.  As a result of this change, franchise gas cost recoveries
in 2009 will be lower than prior periods with minimal impact on operating
income.





Gas distribution operating and
maintenance expense.  Gas distribution operating and
maintenance expense decreased$0.9 million for the
three months ended September 30, 2009 compared to the prior year due to lower
company use and storage-related gas costs ($5.0 million decrease) and bad debt
expense ($1.3 million decrease due to lower revenues attributable principally to
lower natural gas costs), partially offset by higher pension expense, net of
capitalization ($5.4 million increase).  Operating and maintenance
expense increased$10.5 million for the
nine months ended September 30, 2009 compared to the prior year due primarily to
higher payroll and benefit-related costs ($20.2 million increase, of which $16.3
million relates to higher pension expense, net of capitalization) and the
absence of prior year cost recoveries of previously incurred costs ($3.9
million, of which $2.0 million relates to a recovery of costs associated with
the PCB matter and $1.9 million relates to legal cost recoveries from a
counterparty with whom Nicor previously did business during the PBR
timeframe).  Partially offsetting these amounts were lower bad debt
expense ($7.3 million decrease due to lower revenues attributable principally to
lower natural gas costs) and lower franchise gas costs ($7.1 million
decrease).  As a result of the rate order which became effective on
March 25, 2009, the expense for franchise gas costs will be deferred until the
related revenue, recovered through a cost recovery rider, is
recognized.





Shipping operating
expenses.  Shipping segment operating expenses decreased $22.3
million and $48.9 million for the three and nine months ended September 30,
2009, respectively, compared to the prior year due primarily to lower
transportation-related costs ($12.2 million and $32.5 million decreases,
respectively, largely attributable to lower volumes shipped and fuel prices) and
charter costs ($2.9 million and $6.7 million decreases,
respectively).  Also affecting the three months ended results were
lower payroll and benefit-related costs ($2.9 million decrease).






26
 
 Table of Contents





Other energy ventures
operating
expenses.Other energy ventures operating expenses decreased
$3.3 million for the three months ended September 30, 2009 compared to the prior
year due to a decrease in operating expenses at Nicor’s energy-related products
and services businesses ($2.3 million decrease) and at Nicor Enerchange ($1.5
million decrease).  The decrease in operating expenses at Nicor’s
energy-related products and services businesses was due to lower average cost
per utility-bill management contract, partially offset by higher average
contract volumes.  The decrease in operating expenses at Nicor
Enerchange was due primarily to lower transportation and storage
charges.  Operating expenses decreased $1.2 million for the nine
months ended September 30, 2009 compared to the prior year due to lower
operating expense at Nicor Enerchange ($2.9 million decrease), partially offset
by a an increase in operating expenses at Nicor’s energy-related products and
services businesses ($0.9 million increase).  The decrease in
operating expenses at Nicor Enerchange was due primarily to lower transportation
and storage charges.  The increase in operating expenses at Nicor’s
energy-related products and services businesses was due primarily to higher
average contract volumes and higher selling, general and administrative costs
attributable to business growth, partially offset by lower average cost per
utility-bill management contract, attributable, in part, to product
mix.





Interest
expense.  Interest expense decreased$0.6 million and $2.2
million for the three and nine months ended September 30, 2009, respectively,
compared to the prior year due primarily to lower average interest rates,
partially offset by higher average borrowing levels and bank commitment
fees.





Net equity investment
income.  Net equity investment income decreased $1.9 million
for the three months ended September 30, 2009 compared to the prior year due
primarily to the absence of income from the company’s 50-percent interest in EN
Engineering which was sold in the first quarter of 2009 ($1.0 million decrease)
and a decrease in income from the company’s investment in Triton ($0.6 million
decrease).  Net equity investment income increased $7.1 million for
the nine months ended September 30, 2009, compared to the prior year due
primarily to a $10.1 million gain recognized on the sale of EN
Engineering,  partially offset by the absence of income from the
company’s investment in EN Engineering ($1.8 million decrease) and a decrease in
income from the company’s investment in Triton ($1.4 million
decrease).





Interest
income.  Interest income decreased $0.7 million for the three
months ended September 30, 2009 compared to the prior year due primarily to the
impact of lower average interest rates.  Interest income decreased
$5.1 million for the nine months ended September 30, 2009 compared to the prior
year due primarily to the impact of lower average interest rates, lower average
investment balances and lower interest on tax matters.





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 determined to
be indefinitely reinvested offshore, no deferred income tax expense would be
recorded by the company.  For the three and nine months ended
September 30, 2009, income tax expense has not been provided on approximately $3
million and $8 million, respectively, of foreign company shipping earnings that
are expected to be indefinitely reinvested offshore compared to approximately $5
million and $8 million, respectively, for the three and nine months ended
September 30, 2008.  As of September 30, 2009, Nicor has not recorded
deferred income taxes of approximately $54 million on approximately $154 million
of cumulative undistributed foreign earnings that are expected in management’s
judgment to be indefinitely reinvested offshore.








27
 
 Table of Contents








The
effective income tax rate for the three months ended September 30, 2009
decreased to 39.6 percent from 64.9 percent in the prior-year
period.  Both quarters reflect an effective income tax rate higher
than the expected annual effective income tax rate as they reflect the impact of
changes to forecasted annual pretax income identified in the
quarter.  The year-to-date adjustment to income taxes recognized in
the quarter resulting from these changes to forecasted annual pretax income has
a larger impact in quarters with lower income. The effective income tax rate for
the nine months ended September 30, 2009 increased to 32.4 percent from 26.8
percent in the prior-year period.  The higher effective income tax
rate for the nine months ended September 30, 2009 is due primarily to higher
2009 forecasted annual pretax income (which causes a higher effective income tax
rate since permanent differences and tax credits are a smaller share of pretax
income), a decrease in projected untaxed foreign shipping earnings for 2009, a
reduction in tax credits and the absence of tax reserve adjustments recognized
in 2008.







28
 
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Nicor
      Inc.Gas
      Distribution StatisticsThree
      months ended
            
            
            Nine
      months endedSeptember
      30
            
            
            September
      302009
            
            
            2008
            
            
            2009
            
            
            2008Operating revenues(millions)SalesResidential
            
            $
            126.1
            
            
            $
            196.1
            
            
            $
            969.8
            
            
            $
            1,572.4Commercial
            
            
            28.9
            
            
            
            50.5
            
            
            
            245.9
            
            
            
            402.1Industrial
            
            
            2.8
            
            
            
            3.8
            
            
            
            27.8
            
            
            
            45.9157.8
            
            
            
            250.4
            
            
            
            1,243.5
            
            
            
            2,020.4TransportationResidential
            
            
            9.7
            
            
            
            7.3
            
            
            
            34.1
            
            
            
            28.5Commercial
            
            
            14.0
            
            
            
            11.9
            
            
            
            56.9
            
            
            
            54.9Industrial
            
            
            10.7
            
            
            
            9.3
            
            
            
            30.0
            
            
            
            28.7Other
            
            
            .1
            
            
            
            1.3
            
            
            
            4.0
            
            
            
            24.034.5
            
            
            
            29.8
            
            
            
            125.0
            
            
            
            136.1Other
      revenuesRevenue
      taxes
            
            
            13.1
            
            
            
            14.6
            
            
            
            114.5
            
            
            
            131.6Environmental
      cost recovery
            
            
            1.3
            
            
            
            .7
            
            
            
            9.2
            
            
            
            6.8Chicago
      Hub
            
            
            1.8
            
            
            
            2.6
            
            
            
            5.6
            
            
            
            8.5Other
            
            
            6.5
            
            
            
            8.0
            
            
            
            27.5
            
            
            
            27.022.7
            
            
            
            25.9
            
            
            
            156.8
            
            
            
            173.9$
            215.0
            
            
            $
            306.1
            
            
            $
            1,525.3
            
            
            $
            2,330.4Deliveries(Bcf)SalesResidential
            
            
            12.7
            
            
            
            12.3
            
            
            
            134.9
            
            
            
            142.6Commercial
            
            
            3.5
            
            
            
            3.5
            
            
            
            35.5
            
            
            
            37.2Industrial
            
            
            .5
            
            
            
            .3
            
            
            
            4.4
            
            
            
            4.516.7
            
            
            
            16.1
            
            
            
            174.8
            
            
            
            184.3TransportationResidential
            
            
            1.6
            
            
            
            1.5
            
            
            
            17.1
            
            
            
            16.3Commercial
            
            
            9.4
            
            
            
            9.5
            
            
            
            60.6
            
            
            
            61.7Industrial
            
            
            23.0
            
            
            
            21.3
            
            
            
            76.6
            
            
            
            76.734.0
            
            
            
            32.3
            
            
            
            154.3
            
            
            
            154.750.7
            
            
            
            48.4
            
            
            
            329.1
            
            
            
            339.0Customers at end of period(thousands)SalesResidential
            
            
            1,743
            
            
            
            1,751Commercial
            
            
            128
            
            
            
            127Industrial
            
            
            7
            
            
            
            71,878
            
            
            
            1,885TransportationResidential
            
            
            221
            
            
            
            215Commercial
            
            
            51
            
            
            
            53Industrial
            
            
            5
            
            
            
            5277
            
            
            
            2732,155
            
            
            
            2,158Other
      statisticsDegree
      days
            
            
            66
            
            
            
            37
            
            
            
            3,937
            
            
            
            3,999Colder
      (warmer) than normal (1)
            
            
            8%
            
            
            
            (47)%
            
            
            
            10%
            
            
            
            6%Average
      gas cost per Mcf sold
            
            $
            3.91
            
            
            $
            11.12
            
            
            $
            5.24
            
            
            $
            9.52(1)
      Normal weather for Nicor Gas' service territory, for purposes of this
      report, is considered to be 5,600 degree days per year for 2009 and 5,830
      degree days per year for 2008.





29
 
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Shipping
Statistics


Three
      months ended
            
            
            Nine
      months endedSeptember
      30
            
            
            September
      302009
            
            
            2008
            
            
            2009
            
            
            2008TEUs
      shipped (thousands)
            
            
            43.0
            
            
            
            49.5
            
            
            
            128.3
            
            
            
            146.3Revenue
      per TEU
            
            $
            1,942
            
            
            $
            2,196
            
            
            $
            2,000
            
            
            $
            2,111At
      end of periodPorts
      served
            
            
            25
            
            
            
            25Vessels
      operated
            
            
            15
            
            
            
            17





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.  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.  Net cash flow provided from operating
activities increased$462.5 million for the
nine months ended September 30, 2009 compared to the prior 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.





Investing
activities.Net cash flow used for investing activities
decreased $8.8 million for the nine months ended September 30, 2009 compared to
the prior year.





On March
31, 2009, the company sold its 50-percent interest in EN
Engineering.  The company’s share of the sale price is $16.0 million,
with an additional $1.5 million which is contingent on EN Engineering’s 2010
performance and would be due in 2011.  After closing costs and other
adjustments, Nicor received cash of $13.0 million and recorded a gain on the
sale of $10.1 million.





Capital expenditures.Nicor’s capital budget
for 2009 included approximately $40 million for the planned development of
natural gas storage fields.  The company has revised their 2009
capital budget for these projects and now expects it to be approximately $7
million.  This revision is due to the timing of planned
expenditures.





Nicor’s
capital budget also included approximately $50 million for the purchase of two
vessels and freight handling equipment in the shipping segment.  The
company has revised its capital budget for the shipping segment and now expects
it to be approximately $25 million.  This revision is attributable to
the decision to defer the purchases of a vessel and certain freight
equipment.






30
 
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Financing
activities.  In August 2009, Moody’s upgraded Nicor Gas’ senior
secured debt rating to “Aa3” from “A1.”  The rating revision by
Moody’s reflects an upgrade to the majority of senior secured debt ratings of
investment-grade regulated utilities by one notch.  All other credit
ratings for Nicor and Nicor Gas have not changed since the filing of the 2008
Annual Report on Form 10-K.In the
second quarter of 2009, Moody’s and Standard & Poor’s affirmed their credit
ratings on both Nicor and Nicor Gas.  In the third quarter of 2009,
Fitch affirmed their credit ratings on both Nicor and Nicor Gas.





The
company believes it is in compliance with all debt covenants.





Long-term debt.In
February 2009, the $50 million 5.37 percent First Mortgage Bond series matured
and was retired.  In July 2009, Nicor Gas, through a private
placement, issued $50 million First Mortgage Bonds at 4.70 percent, due in
2019.





On
February 25, 2009, Nicor Gas filed a shelf registration for the purpose of
issuing additional First Mortgage Bonds.  The shelf registration
became effective on March 20, 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.





Short-term
debt.In May 2009, Nicor Gas established a $550 million,
364-day revolver, expiring May 2010, to replace the $600 million, nine-month
seasonal revolver, which expired in May 2009.  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 $365.0 million, $739.9 million and $439.0
million of commercial paper borrowings outstanding at September 30, 2009,
December 31, 2008 and September 30, 2008, 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.





Dividends.  Nicor
maintained its quarterly common stock dividend rate of $0.465 per common share
during the nine months ended September 30, 2009.  This quarterly
dividend rate was also applicable in 2008.  The company paid dividends
on its common stock of $63.5 million and $63.3 million for the nine months ended
September 30, 2009 and 2008, respectively.  Nicor currently has no
contractual or regulatory restrictions on the payment of dividends.





OTHER
MATTERS





Recent Illinois
Legislation.  In July 2009, a new Illinois state law took
effect that will require utility companies to participate in bill payment
assistance programs for low-income customers.  Funding for the
programs is expected to be provided largely through federal and state government
contributions, as well as through an increase in monthly utility-customer
charges.  The legislation also requires utilities to develop and
implement energy efficiency measures to obtain prescribed reductions in customer
deliveries.  Funding for the program, excluding the adverse impact on
Nicor Gas of lower deliveries and resulting reduced margin, will be through a
rate adjustment mechanism.  In addition, the legislation allows
utility companies to implement, subject to ICC approval, a rate adjustment
mechanism for bad debt expense starting with the 2008 year.  Certain
provisions of the legislation will be implemented on a pilot basis beginning in
2009.  The company is currently evaluating the impact of this
legislation on the company’s results of operations, cash flows and financial
condition.







31
 
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Labor
negotiations.  On April 17, 2009, Nicor Gas announced that the
International Brotherhood of Electrical Workers Local 19 ratified a new labor
contract which expires on February 28, 2014.  The agreement covers
approximately 1,400 employees of Nicor Gas.  The new contract will
provide for, among other things, general wage increases and changes to various
employee benefits, and is not expected to have a material impact on the
company’s results of operations, cash flows and financial
condition.





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 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.





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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.





On
February 5, 2003, CUB filed a motion for $27 million in sanctions against the
company in the ICC Proceedings.  In that motion, 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 Administrative Law Judges (“ALJs”)
assigned to the proceeding issued a ruling denying CUB’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 CUB or other parties to the ICC
Proceedings.





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 Entergy-Koch Trading, LP (“EKT”), a natural gas,
storage and transportation trader and consultant with whom Nicor did business
under the PBR plan.  Review of additional information completed in
2004 resulted in the $1.8 million adjustment to the previously recorded
liability referenced above.





The
evidentiary hearings on this matter were stayed in 2004 in order to permit the
parties to undertake additional third party discovery from EKT.  In
December 2006, the additional third party discovery from EKT was obtained and
the ALJs issued a scheduling order that provided for Nicor Gas to submit direct
testimony by April 13, 2007.  In its direct testimony, 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.  In
September 2009, the staff of the ICC, IAGO and CUB submitted direct testimony to
the ICC requesting refunds of $109 million, $255 million and $286 million,
respectively.  No date has been set for evidentiary hearings on this
matter.





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 September 30,
2009.





Mercury.  Information
about mercury contingencies is presented in Item 1 – Notes to the Condensed
Consolidated Financial Statements – Note 16 – Contingencies –
Mercury.





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
1 – Notes to the Condensed Consolidated Financial Statements – Note 16 –
Contingencies – Manufactured Gas Plant Sites.





PCBs.  Information
about PCB contingencies is presented in Item 1 – Notes to the Condensed
Consolidated Financial Statements – Note 16 – Contingencies – PCBs.





Municipal tax
matters.  Information about municipal tax contingencies is
presented in Item 1 – Notes to the Condensed Consolidated Financial Statements –
Note 16 – Contingencies – Municipal Tax Matters.





Other.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 1 – Notes to the Condensed Consolidated
Financial Statements – Note 16 – Contingencies – Other.







33
 
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CRITICAL
ACCOUNTING ESTIMATES





See Item
7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Critical Accounting Estimates in the 2008 Annual Report on Form
10-K for a discussion of the company’s critical accounting
estimates.





NEW
ACCOUNTING PRONOUNCEMENT





For
information concerning the new requirements for fair value measurements and
disclosures, see Item 1
– Notes to the Condensed Consolidated Financial Statements – Note 3 – New
Accounting Pronouncement.





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.





Item
3.       Quantitative and Qualitative
Disclosures About Market Risk





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.





There has
been no material change in the company’s exposure to market risk since the
filing of the 2008 Annual Report on Form 10-K.







34
 
 Table of Contents








Item
4.       Controls and Procedures





The
company carried out an evaluation under the supervision and with the
participation of the company’s management, including its Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
the company’s disclosure controls and procedures as of the end of the period
covered by this Quarterly Report on Form 10-Q (the “Evaluation”).





In
designing and evaluating the disclosure controls and procedures, management
recognizes that any disclosure controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and management is required to apply its judgment in
evaluating the cost-benefit relationship of possible disclosure controls and
procedures.  These disclosure controls and procedures are designed so
that required information is accumulated and communicated to the registrant’s
management, including its principal executive officer and principal financial
officer, as appropriate to allow timely decisions regarding required
disclosures.  Based on the Evaluation, the company’s Chief Executive
Officer and Chief Financial Officer concluded that the company’s disclosure
controls and procedures, as of the end of the period covered by this Quarterly
Report on Form 10-Q, were effective at the reasonable assurance level to ensure
that information required to be disclosed by the company in reports that it
files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in United
States Securities and Exchange Commission rules and forms.





There has
been no change in the company’s internal controls over financial reporting
during the company’s most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, the company’s internal control over
financial reporting.








35
 
 Table of Contents





PART
II - OTHER INFORMATION





Item
1.       Legal
Proceedings





GSA Notice of Proposed
Debarment.  As reported in the company’s Form 10-Q for the
quarter ended March 31, 2009, Nicor received a notice of proposed debarment from
the GSA in the first quarter of 2009.  On September 21, 2009, the GSA
issued a letter notifying the company of a determination that no cause for
debarment of the company currently exists.  As a result of such
determination, the GSA terminated the proposed debarment
proceeding.





See Part
I, Item 1 – Notes to the Condensed Consolidated Financial Statements – Note 14 –
Regulatory Proceedings and Note 16 – Contingencies, which are incorporated
herein by reference.





Item
2.       Unregistered Sales of Equity
Securities and Use of Proceeds





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 the first nine months of 2009 or 2008.  As of September
30, 2009, $21.5 million remained authorized for the repurchase of common
stock.





Item
6.       Exhibits





ExhibitNumber
            
            Description of Document3.01
            *
            Amended
      and Restated Articles of Incorporation of Nicor Inc., as further amended
      by the amendment filed with the Illinois Secretary of State on June 2,
      2008. (File No. 1-7297, Form 10-Q for June 30, 2008, Nicor Inc., Exhibit
      3.01.)3.02
            *
            Nicor
      Inc. Amended and Restated By-laws effective as of July 24,
      2008.  (File No. 1-7297, Form 8-K for July 28, 2008, Nicor Inc.,
      Exhibit 3.1.)3.03
            *
            Nicor
      Inc. Amendment to Amended and Restated By-laws.  (File No.
      1-7297, Form 8-K for November 20, 2008, Nicor Inc., Exhibit
      3.1.)31.01
            
            Rule 13a-14(a)/15d-14(a)
      Certification.31.02
            
            Rule 13a-14(a)/15d-14(a)
      Certification.32.01
            
            Section 1350
      Certification.32.02
            
            Section 1350
      Certification.





*
            These
      exhibits have been previously filed with the SEC as exhibits to
      registration statements or to other filings with the SEC and are
      incorporated herein as exhibits by reference.  The file number
      and exhibit number of each such exhibit, where applicable, are stated, in
      parentheses, in the description of such
exhibit.









36
 
 Table of Contents








Signature





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.










Nicor
      Inc.October
      30, 2009
            
            /s/
      KAREN K. PEPPING(Date)
            
            Karen
      K. PeppingVice
      President and Controller(Principal
      Accounting Officer and


Duly
      Authorized Officer)

















37