8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 22, 2012
AGL RESOURCES INC.
(Exact name of registrant as specified in its charter)
Georgia	1-14174	58-2210952
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
Ten Peachtree Place NE Atlanta, Georgia 30309
(Address and zip code of principal executive offices)
404-584-4000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy  the filing obligation of the registrant under any of the following provisions:
¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02                       Results of Operations and Financial Condition

On February 22, 2012, AGL Resources Inc. issued a press release announcing the Company’s financial results for the year ended December 31, 2011. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 8.01                       Other Events

In connection with this press release, a copy of the fourth quarter and year-end 2011 earnings presentation is attached hereto as Exhibit 99.2, in connection with a conference call and live internet webcast to be held on February 22, 2012 at 9:00 a.m. ET.

Item 9.01                       Financial Statements and Exhibits

(d)   Exhibits

Exhibit No.	Description
99.1	Press release dated February 22, 2012 announcing financial results for the year ended December 31, 2011.
99.2	Fourth quarter and Year-End 2011 Earnings Presentation

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 hereunto duly authorized.

	AGL RESOURCES INC.
	(Registrant)
Date:  February 22, 2012	/s/Andrew W. Evans
	Andrew W. Evans Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release dated February 22, 2012 announcing financial results for the year ended December 31, 2011.
99.2	Fourth quarter and Year-End 2011 Earnings Presentation

EX-99.1

Atlanta Gas Light

Chattanooga Gas

Elizabethtown Gas

Elkton Gas

Florida City Gas

Nicor Gas Company

Virginia Natural Gas

Sequent Energy Management

AGL Resources Reports Fourth Quarter and Year-End 2011 Earnings

§   2011 diluted earnings per share (EPS) of $2.12 versus $3.00 per diluted share in 2010; Excluding Nicor merger-related expenses, adjusted diluted EPS of $2.92 for 2011 and $3.05 for 2010  

§   Fourth quarter diluted EPS of $0.37 versus diluted EPS of $0.81 in fourth quarter 2010; Excluding Nicor merger-related expenses, adjusted diluted EPS of $0.87 for 4Q11 and $0.86 for 4Q10

§   Nicor merger successfully completed on December 9, 2011, and results include 22 days of contribution from Nicor

§   Company expects 2012 earnings to be in the range of $2.80 to $2.95 per diluted share

ATLANTA, February 22, 2012 -- AGL Resources Inc. (NYSE: GAS) today reported net income for 2011 of $172 million, or $2.14 per basic and $2.12 per diluted share,compared to $234 million, or $3.02 per basic and $3.00 per diluted share, reported in 2010. Excluding Nicor merger-related expenses of $64 million (after tax), adjusted EPS for 2011 was $2.92 per diluted share. GAAP and adjusted results for both the full year and the fourth quarter include 22 days of contribution from Nicor following the completion of the acquisition on December 9, 2011.

Fourth quarter 2011 net income was $33 million, or $0.37 per basic and diluted share,compared to net income of $64 million, or $0.82 per basic and $0.81 per diluted share, reported for the same period last year. Excluding Nicor merger expenses of $45 million (after tax), adjusted EPS for the fourth quarter of 2011 was $0.87 per diluted share and $0.86 per diluted share for the fourth quarter of 2010.

Consolidated earnings before interest and taxes (EBIT) were $447 million for 2011, a decrease of 10% compared to $499 million in the prior year. EBIT for the fourth quarter of 2011 for AGL Resources was $121 million, compared to $135 million in the fourth quarter of 2010.

“Our business performed well during 2011, with particularly strong results from our utility operations, which contributed 79 percent of operating EBIT during the year. Despite these solid results, however, our wholesale business continued to struggle in this environment of low natural gas price volatility and its earnings contribution was significantly lower than our expectation,” said John W. Somerhalder II, AGL Resources Chairman, President and Chief Executive Officer. “We completed the Nicor acquisition in December and integration is well underway. Our expectations for merger-related efficiencies remain intact, however we expect ongoing challenges in many of our non-utility businesses in 2012.”

“Year over year, our 2011 consolidated EBIT, excluding merger-related expenses,   increased modestly by two percent. Our results were affected primarily by the negative impact of persistently narrow transportation and storage spreads in the wholesale market. Our 2012 guidance range of $2.80-$2.95 reflects our expectation that these conditions will remain in place throughout the year,” said Andrew W. Evans, AGL Resources Executive Vice President and Chief Financial Officer. “We continue to have a solid balance sheet and strong credit metrics and ratings, as well as good liquidity to fund future capital investments, with a particular bias toward regulated projects with good returns and minimal regulatory lag on investment recovery.”

With the completion of the Nicor merger, financial reporting segments for AGL Resources have been modified to the following: distribution operations, retail operations, wholesale services, midstream operations, cargo shipping and other (a non-operating segment).

BUSINESS SEGMENT RESULTS

Distribution Operations

The distribution operations segment, which includes all legacy AGL Resources utilities as well as Nicor Gas, contributed EBIT of $412 million in 2011, an increase of 17% compared to $352 million in 2010. Operating margin increased over 2010 by $84 million, primarily driven by $47 million in operating margin from the inclusion of Nicor Gas and $39 million in margin improvement from new rates and infrastructure programs at Atlanta Gas Light and Elizabethtown Gas.

Operating expenses increased $26 million relative to the prior-year period, driven mainly by $31 million in increased expense resulting from the addition of Nicor Gas as well as higher depreciation expenses due to more assets in service. These higher expenses were partially offset by lower incentive compensation costs resulting from lower corporate earnings.

During the fourth quarter of 2011, the distribution segment contributed EBIT of $127 million, an increase of 35% compared to $94 million for the same period in 2010. Operating margin increased $53 million, primarily driven by a $47 million operating margin increase from the inclusion of Nicor Gas.

Operating expenses during the fourth quarter of 2011 increased $21 million relative to the prior-year period, driven mainly by $31 million in increased expenses resulting from the addition of Nicor Gas. Again, these expenses were partially offset by lower incentive compensation costs.

Retail Operations

The retail operations segment, which consists of SouthStar Energy Services as well as Nicor Services, Nicor Solutions and Nicor Advanced Energy, reported EBIT of $93 million for 2011, a decrease of 10% compared to $103 million in 2010. Operating margin decreased by $15 million due largely to reduced average customer usage and warmer than prior year weather. Operating expenses were lower by $5 million as a result of lower legal and bad debt expenses.

During the fourth quarter of 2011, EBIT for the retail segment was $29 million, a decrease of 22% compared to $37 million for the same period in 2010. Operating margin decreased by $8 million due primarily to reduced average customer usage and warmer than prior year weather. In addition, due to declines in natural gas prices during the fourth quarter, the retail segment recorded a $5 million lower-of-cost-or-market (LOCOM) inventory adjustment. Operating expenses for the quarter were flat year-over-year.

Wholesale Services

The wholesale services segment, consisting primarily of Sequent Energy Management and Nicor Enerchange, reported EBIT of $5 million for 2011, compared to $49 million in 2010. Operating margin decreased $48 million largely driven by reduced commercial activity ($23 million), take-away constraints experienced by Sequent in the Marcellus shale region ($18 million) and credit losses of $4 million. Low natural gas price volatility throughout much of the year resulted in lower storage and transportation spreads and diminished asset optimization opportunities. Sequent also recorded a $24 million increase in LOCOM adjustments, net of current period recoveries. These losses were partially offset by a $21 million increase in storage and transportation hedge gains. Operating expenses for the wholesale segment were lower by $5 million due primarily to decreased incentive compensation expenses.

During the fourth quarter of 2011, the wholesale segment recorded EBIT of $14 million, an increase of 27% compared to $11 million for the same period in 2010. Operating margin decreased $1 million for the fourth quarter of 2011 as compared to the prior-year period, largely driven by a $49 million increase in storage and transportation hedge gains, offset by lower commercial activity of $28 million and a $22 million increase in LOCOM adjustments. Operating expenses for the wholesale segment decreased $4 million compared to the prior-year period, mainly due to decreased incentive compensation expenses.

Midstream Operations

The midstream operations segment, consisting primarily of our natural gas storage facilities including Jefferson Island Storage and Hub, Golden Triangle Storage and Central Valley, contributed EBIT of $9 million for 2011, an increase of 50% compared to 2010. Operating margin for 2011 was higher by $7 million, primarily as a result of increased revenues from having a full year of operations at Golden Triangle Storage Cavern 1. Operating expenses increased by $4 million primarily as a result of higher depreciation expense at Golden Triangle Storage, offset in part by lower project development costs in 2011.

During the fourth quarter of 2011, the midstream segment contributed EBIT of $3 million, compared to EBIT of $2 million during the prior-year period.

Cargo Shipping

As a result of the Nicor merger, our cargo shipping segment consists primarily of Tropical Shipping, a containerized cargo shipping company serving the Bahamas and Caribbean regions. The cargo shipping segment did not have a material impact on AGL Resources’ consolidated results for the 22 days of ownership in 2011.

INTEREST EXPENSE AND INCOME TAXES

Interest expense for 2011 of $136 million was $27 million higher than 2010, primarily due to higher average debt outstanding as a result of the additional long-term debt issuances of $975 million used to fund the Nicor merger. In the fourth quarter of 2011, interest expense was $44 million, up $15 million from the fourth quarter of 2010, also due to higher average debt outstanding.

Income tax expense for 2011 was $125 million compared to $140 million for 2010, reflecting lower consolidated earnings. Income tax expense was $40 million for the fourth quarter of 2011 compared to $36 million the fourth quarter of 2010, driven mainly by a higher effective tax rate in 2011.  The higher rate was the result of non-deductible merger transaction expenses.

2012 EARNINGS OUTLOOK

AGL Resources expects its 2012 earnings to be in the range of $2.80 to $2.95 per diluted share. The Company’s guidance assumes achievement of anticipated efficiencies related to corporate overhead and non-utility businesses post-acquisition, normal weather conditions, continued low volatility in natural gas prices, with no material impact to earnings from the effect of forward natural gas price movements on storage and transportation hedges in the Wholesale Services segment. EPS guidance also assumes average diluted shares outstanding of approximately 117.5 million and an effective tax rate of 37.9%. Additionally, the earnings expectations exclude integration expenses related to the merger with Nicor.

Unanticipated changes in these events or other circumstances could materially impact earnings, and could result in earnings for 2012 significantly above or below this outlook. Factors that could cause such changes are described below in Forward-Looking Statements and in other company documents on file with the Securities and Exchange Commission.

AGL Resources will hold its annual analyst day on March 20, 2012, at the New York Stock Exchange. At that time, segment-specific earnings expectations will be issued by the company. Please RSVP to investor relations if you would like to attend the meeting.

EARNINGS CONFERENCE CALL/WEBCAST

AGL Resources will hold a conference call to discuss its fourth quarter and year end 2011 results on February 22 at 9 a.m. Eastern Time. The conference call will be webcast, and can be accessed via the Investor Relations section of the company's Web site (www.aglresources.com), or by dialing 866.543.6403 if calling from the U.S., or 617.213.8896 if dialing from outside of the U.S. (Passcode: 11344657). A replay of the conference call will be available by dialing 888-286-8010 in the United States or 617-801-6888 outside the United States (Passcode: 46724795). A replay of the call also will be available on the Investor Relations section of the company's Web site for seven days following the call.

About AGL Resources

AGL Resources (NYSE: GAS) is an Atlanta-based energy services holding company with operations in natural gas distribution, retail operations, wholesale services, midstream operations and cargo shipping. As the nation's largest natural gas-only distributor based on customer count, AGL Resources serves approximately 4.5 million utility customers through its regulated distribution subsidiaries in seven states. The company also serves more than one million retail customers through its SouthStar Energy Services joint venture and Nicor National, which market natural gas and related home services. Other non-utility businesses include asset management for natural gas wholesale customers through Sequent Energy Management, ownership and operation of natural gas storage facilities, and ownership of Tropical Shipping, one of the largest containerized cargo carriers serving the Bahamas and Caribbean region. AGL Resources is a member of the S&P 500 Index. For more information, visit www.aglresources.com.

Forward-Looking Statements

Certain expectations and projections regarding our future performance referenced in this press release, in other reports or statements we file with the SEC or otherwise release to the public, and on our website, are forward-looking statements. Senior officers and other employees may also make verbal statements to analysts, investors, regulators, the media and others that are forward-looking. Forward-looking statements involve matters that are not historical facts, such as statements regarding our future operations, prospects, strategies, financial condition, economic performance (including growth and earnings), industry conditions and demand for our products and services. Because these statements involve anticipated events or conditions, forward-looking statements often include words such as "anticipate," "assume," "believe," "can," "could," "estimate," "expect," "forecast," "future," "goal," "indicate," "intend," "may," "outlook," "plan," "potential," "predict," "project," "seek," "should," "target," "would," or similar expressions. Forward-looking statements contained in this press release include, without limitation, the quotes from John W. Somerhalder II and Andrew W. Evans, and our 2012 earnings outlook and related expectations assumptions.

Such events, risks and uncertainties include, but are not limited to, changes in price, supply and demand for natural gas and related products; the impact of changes in state and federal legislation and regulation including changes related to climate change; actions taken by government agencies on rates and other matters; concentration of credit risk; utility and energy industry consolidation; the impact on cost and timeliness of construction projects by government and other approvals, development project delays, adequacy of supply of diversified vendors, unexpected change in project costs, including the cost of funds to finance these projects; the impact of acquisitions and divestitures; including the Nicor merger; including the limits on natural gas pipeline capacity; direct or indirect effects on our business, financial condition or liquidity resulting from a change in our credit ratings or the credit ratings of our counterparties or competitors; interest rate fluctuations; financial market conditions, including disruptions in the capital markets and lending environment and the current economic uncertainty; general economic conditions; uncertainties about environmental issues and the related impact of such issues; the impact of changes in weather, including climate change, on the temperature-sensitive portions of our business; the impact of natural disasters such as hurricanes on the supply and price of natural gas; the outcome of litigation; acts of war or terrorism; and other factors which are provided in detail in our filings with the Securities and Exchange Commission, which we incorporate by reference in this press release. Forward-looking statements are only as of the date they are made, and we do not undertake to update these statements to reflect subsequent changes.

Supplemental Information

Company management evaluates segment financial performance based on earnings before interest and taxes (EBIT), which includes the effects of corporate expense allocations and on operating margin. EBIT is a non-GAAP (accounting principles generally accepted in the United States of America) financial measure that includes operating income, other income and expenses. Items that are not included in EBIT are financing costs, including debt and interest expense and income taxes. The company evaluates each of these items on a consolidated level and believes EBIT is a useful measurement of our performance because it provides information that can be used to evaluate the effectiveness of our businesses from an operational perspective, exclusive of the costs to finance those activities and exclusive of income taxes, neither of which is directly relevant to the efficiency of those operations.

Operating margin is a non-GAAP measure calculated as operating revenues minus cost of goods sold and revenue taxes, excluding operation and maintenance expense, depreciation and amortization, and taxes other than income taxes. These items are included in the company's calculation of operating income. The company believes operating margin is a better indicator than operating revenues of the contribution resulting from customer growth, since cost of gas and revenue taxes are generally passed directly through to customers.

In addition, in this press release AGL Resources has presented a non-GAAP measure of adjusted earnings per share which excludes expenses incurred with respect to the Nicor merger.  As the company does not routinely engage in transactions of the magnitude of the Nicor merger, and consequently does not regularly incur transaction and integration-related expenses of correlative size, the company believes presenting EPS excluding Nicor merger-related expenses provides investors with an additional measure of AGL Resources’ core operating performance. AGL Resources also expects to record certain merger-related expenses in 2012 and will exclude non-recurring integration-related expenses from its 2012 adjusted results. Examples of such expenses related to the merger and integration are: employee severance, relocation, consulting services, temporary labor and certain travel costs.

EBIT, operating margin and EPS excluding merger expenses should not be considered as alternatives to, or more meaningful indicators of, the company's operating performance than operating income, net income attributable to AGL Resources Inc. or EPS as determined in accordance with GAAP. In addition, the company's EBIT, operating margin and adjusted EPS may not be comparable to similarly titled measures of another company.

Reconciliation of non-GAAP financial measures referenced in this press release and otherwise in the earnings conference call and webcast is attached to this press release and is available on the company's Web site at http://www.aglresources.com/ under the Investor Relations section.

AGL Resources Inc.

Condensed Consolidated Statements of Income

Unaudited

	Three Months								Twelve Months
In millions, except per share amounts	12/31/11		12/31/10			Fav / (Unfav)			12/31/11		12/31/10			Fav / (Unfav)
Operating revenues	$	790	$	665		$	125		$	2,338	$	2,373		$	(35	)
Operating expenses
Cost of goods sold		396		332			(64	)		1,097		1,164			67
Operation and maintenance expenses		146		139			(7	)		490		497			7
Nicor merger expenses		49		6			(43	)		68		6			(62	)
Depreciation and amortization expenses		60		41			(19	)		186		160			(26	)
Taxes other than income taxes		21		10			(11	)		57		46			(11	)
Total operating expenses		672		528			(144	)		1,898		1,873			(25	)
Operating income		118		137			(19	)		440		500			(60	)
Other (expense) income		3		(2	)		5			7		(1	)		8
Earnings before interest and taxes		121		135			(14	)		447		499			(52	)
Interest expenses, net		44		29			(15	)		136		109			(27	)
Earnings before income taxes		77		106			(29	)		311		390			(79	)
Income tax expenses		40		36			(4	)		125		140			15
Net income		37		70			(33	)		186		250			(64	)
Less net income attributable to the noncontrolling interest		4		6			2			14		16			2
Net income attributable to AGL Resources Inc.	$	33	$	64		$	(31	)	$	172	$	234		$	(62	)
Earnings per common share
Basic	$	0.37	$	0.82		$	(0.45	)	$	2.14	$	3.02		$	(0.88	)
Diluted	$	0.37	$	0.81		$	(0.44	)	$	2.12	$	3.00		$	(0.88	)
Weighted average shares outstanding (1)
Basic		87.8		77.6			(10.2	)		80.4		77.4			(3.0	)
Diluted		88.4		78.1			(10.3	)		80.9		77.8			(3.1	)

(1) The increase in the weighted average shares outstanding is related to share issuance associated with the Nicor merger. The full share count as of December, 31 2011 is 117.1 million.

AGL Resources Inc.

EBIT Schedule

For the Three and Twelve Months Ended December 31, 2011 and 2010

Unaudited

	Three Months									Twelve Months
In millions, except per share amounts	12/31/11			12/31/10			Fav / (Unfav)			12/31/11			12/31/10			Fav / (Unfav)
Distributions Operations	$	127		$	94		$	33		$	412		$	352		$	60
Retail Operations		29			37			(8	)		93			103			(10	)
Wholesale Operations		14			11			3			5			49			(44	)
Midstream Operations		3			2			1			9			6			3
Cargo Shipping		–			–			–			–			–			–
Corporate/Other		(52	)		(9	)		(43	)		(72	)		(11	)		(61	)
Consolidated EBIT		121			135			(14	)		447			499			(52	)
Interest expenses, net		44			29			(15	)		136			109			(27	)
Income tax expense		40			36			(4	)		125			140			15
Net income		37			70			(33	)		186			250			(64	)
Less net income attributable to the noncontrolling interest		4			6			2			14			16			2
Net income attributable to AGL Resources Inc.	$	33		$	64		$	(31	)	$	172		$	234		$	(62	)
Earnings per common share
Basic	$	0.37		$	0.82		$	(0.45	)	$	2.14		$	3.02		$	(0.88	)
Diluted	$	0.37		$	0.81		$	(0.44	)	$	2.12		$	3.00		$	(0.88	)

AGL Resources Inc.

Reconciliation of Operating Margin to Operating Revenues

Unaudited

	Three Months									Twelve Months
In millions	12/31/11			12/31/10			Fav / (Unfav)			12/31/11			12/31/10			Fav / (Unfav)
Operating revenues	$	790		$	665		$	125		$	2,338		$	2,373		$	(35	)
Cost of goods sold		(396	)		(332	)		(64	)		(1,097	)		(1,164	)		67
Revenue tax expense		(9	)		–			(9	)		(9	)		–			(9	)
Operating margin	$	385		$	333		$	52		$	1,232		$	1,209		$	23

EX-99.2

4Q and Year-End 2011 Earnings Presentation

February 22, 2012

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2

Forward-Looking Statements &
Supplemental Information

Forward-Looking Statements

Certain expectations and projections regarding our future performance referenced in this presentation, in other reports or statements we file with the SEC or otherwise release to the public, and
on our website, are forward-looking statements. Senior officers and other employees may also make verbal statements to analysts, investors, regulators, the media and others that are forward-
looking. Forward-looking statements involve matters that are not historical facts, such as statements regarding our future operations, prospects, strategies, financial condition, economic
performance (including growth and earnings), industry conditions and demand for our products and services. Because these statements involve anticipated events or conditions, forward-looking
statements often include words such as "anticipate," "assume," "believe," "can," "could," "estimate," "expect," "forecast," "future," "goal," "indicate," "intend," "may," "outlook," "plan," "potential,"
"predict," "project," "seek," "should," "target," "would," or similar expressions. Forward-looking statements contained in this presentation include, without limitation, statements regarding future
earnings per share, dividend growth and EBIT contribution and our priorities for 2012. Our expectations are not guarantees and are based on currently available competitive, financial and
economic data along with our operating plans. While we believe our expectations are reasonable in view of the currently available information, our expectations are subject to future events,
risks and uncertainties, and there are several factors - many beyond our control - that could cause results to differ significantly from our expectations.

Such events, risks and uncertainties include, but are not limited to, changes in price, supply and demand for natural gas and related products; the impact of changes in state and federal
legislation and regulation including changes related to climate change; actions taken by government agencies on rates and other matters; concentration of credit risk; utility and energy industry
consolidation; the impact on cost and timeliness of construction projects by government and other approvals, development project delays, adequacy of supply of diversified vendors, unexpected
change in project costs, including the cost of funds to finance these projects; the impact of acquisitions and divestitures including the Nicor merger; limits on natural gas pipeline capacity; direct
or indirect effects on our business, financial condition or liquidity resulting from a change in our credit ratings or the credit ratings of our counterparties or competitors; interest rate fluctuations;
financial market conditions, including disruptions in the capital markets and lending environment and the current economic uncertainty; general economic conditions; uncertainties about
environmental issues and the related impact of such issues; the impact of changes in weather, including climate change, on the temperature-sensitive portions of our business; the impact of
natural disasters such as hurricanes on the supply and price of natural gas; the outcome of litigation; acts of war or terrorism; and other factors which are provided in detail in our filings with the
Securities and Exchange Commission.Forward-looking statements are only as of the date they are made, and we do not undertake to update these statements to reflect subsequent changes.

Supplemental Information

Company management evaluates segment financial performance based on earnings before interest and taxes (EBIT), which includes the effects of corporate expense allocations and on
operating margin. EBIT is a non-GAAP (accounting principles generally accepted in the United States of America) financial measure that includes operating income, other income and
expenses. Items that are not included in EBIT are financing costs, including debt and interest expense and income taxes. The company evaluates each of these items on a consolidated level
and believes EBIT is a useful measurement of our performance because it provides information that can be used to evaluate the effectiveness of our businesses from an operational
perspective, exclusive of the costs to finance those activities and exclusive of income taxes, neither of which is directly relevant to the efficiency of those operations.Operating margin is a non-
GAAP measure calculated as operating revenues minus cost of goods sold and revenue taxes, excluding operation and maintenance expense, depreciation and amortization, and taxes other
than income taxes. These items are included in the company's calculation of operating income. The company believes operating margin is a better indicator than operating revenues of the
contribution resulting from customer growth, since cost of goods sold and revenue taxes are generally passed directly through to customers.In addition, in this presentation, the company has
presented a non-GAAP measure of both its net income and its earnings per share each adjusted to exclude expenses incurred with respect to the Nicor merger. As the company does not
routinely engage in transactions of the magnitude of the Nicor merger, and consequently does not regularly incur transaction related expenses with correlative size, the company believes
presenting net income and EPS excluding Nicor merger expenses provides investors with an additional measure of the company’s core operating performance. EBIT, operating margin, net
income excluding merger expenses (also referred to as adjusted net income) and EPS excluding merger expenses (also referred to as adjusted EPS) should not be considered as alternatives
to, or more meaningful indicators of, the company's operating performance than operating income, net income attributable to AGL Resources Inc. or EPS as determined in accordance with
GAAP. In addition, the company's EBIT, operating margin, adjusted net income and adjusted EPS may not be comparable to similarly titled measures of another company. Reconciliations of
non-GAAP financial measures referenced in this presentation are available on the company’s Web site at www.aglresources.com

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2011 Highlights

•2011 GAAP EPS of $2.12 per
diluted share

•Adjusted diluted EPS of $2.92,
excluding approximately $64 million
in after-tax costs related to Nicor
merger

•Distribution segment EBIT up 17%
2011 vs. 2010

•Retail segment EBIT down $10
million vs. 2010

•Wholesale, storage and shipping
segments remain challenged due to
market fundamentals

•Nicor merger completed
December 9, 2011

•Proposed PBR stipulation agreed to
with ICC Staff and filed 2/16/11,
pending approval

•2012 EPS estimate $2.80-$2.95
per diluted share, excluding
Nicor merger-related costs

3

(1) Change represents y/y change of 2011 Combined vs. 2010 Legacy AGLR.

(2) Adjusted net income and adjusted EPS exclude Nicor-related merger costs of approximately $64 million, net of tax.

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4Q11 Highlights

4

Note: Please review the AGL Resources 10-K as filed with the SEC on 2/22/12 for detailed information. EBIT, Adjusted
Net Income and Adjusted EPS are non-GAAP measures. Please see the appendix to this presentation or visit the investor
relations section of www.aglresources.com for a reconciliation to GAAP.

(1) Change represents y/y change of 2011 Combined vs. 2010 Legacy AGLR.

(2) Adjusted net income and adjusted EPS exclude Nicor-related merger costs of approximately $45 million, net of tax.

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Numbers may not foot due to rounding.

2011 Results vs. 2011 Original Guidance

5

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(1) Higher interest expense reflects pre-funding of the Nicor merger through various debt issuances throughout
the year and fees associated with the bridge facility.

6

Consistent EPS and Dividend Growth

Diluted EPS Track Record

Dividend Growth

2012 EPS Guidance:

$2.80-$2.95 per diluted share

Dividend increase of $0.04 approved by
Board of Directors for 2012

(1)For 2010, $3.00 diluted GAAP EPS; $3.05 adjusted, excluding Nicor merger costs. For 2011, $2.12 diluted GAAP EPS; $2.92 adjusted, excluding Nicor merger costs.
Please see the appendix to this presentation or visit the investor relations section of www.aglresources.com for a reconciliation to GAAP.

(2) Estimate excludes Nicor merger-related costs.

$2.80-

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7

7

EBIT by Operating Segment

1%

79%

18%

Annual EBIT by Operating Segment

2011 EBIT Contribution by Operating Segment

NOTE: EBIT is a non-GAAP measure. Please see the appendix to this presentation or the investor relations section of www.aglresources.com for a reconciliation to GAAP.

Quarterly EBIT by Operating Segment

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2%

•2011 EBIT increased 17% vs. 2010

•Key drivers

•New rates and regulatory infrastructure
programs at Atlanta Gas Light and
Elizabethtown Gas added $39 million of
operating margin

•Inclusion of Nicor for 22 days in December
resulted in additional EBIT of $15 million
(excluding change in control payments)

•Effective O&M expense management;
excluding 22 days of contribution from Nicor,
costs essentially flat y/y, due primarily to lower
annual incentive compensation expense

•4Q EBIT up 35% with similar drivers
as full year

•Customer count stable

•2.266 million customers in 2011 (avg.) vs.
2.264 million in 2010 (avg.) for legacy AGLR
utilities

•2.188 million Nicor Gas customers at 12/31/11

•Virginia Natural Gas rate case
concluded in December of 2011 with
no material impact to earnings

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8

Distribution

NOTE: COG = Cost of Goods Sold

4Q11 Financial Performance Summary

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2011 Financial Performance Summary

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Retail

•2011 EBIT down $10 MM vs. 2010

•Weather in Georgia that was 23% warmer than
2010 resulted in lower usage and a $15 million
decline in operating margin

•LOCOM adjustment higher by $5 million vs. 2010

•Operating expenses lower by $5 million year-over-
year due primarily to lower legal and bad debt
expenses

•4Q11 EBIT down $8 MM vs. 4Q10 with
similar drivers as full year

•Market share and customer count

•Georgia market share remains 33% at end of 2011
(equivalent to 2010 and 2009)

•Georgia customer count (avg.): 485K at 12/31/11
vs. 496K at 12/31/10

•Continue to explore opportunities to
expand service offerings and customer
base across multiple states

•Added Nicor National and Nicor Energy
Services to our retail segment

4Q11 Financial Performance Summary

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10

Wholesale

•2011 EBIT down $44 million vs. 2010 due to
lower commercial activity

•Commercial activity lower by $45 million y/y

•$18 million related to Marcellus take-away
constraints

•$4 million related to customer bankruptcy

•Remainder due to ongoing low volatility and tight
storage and transportation spreads

•$21 million higher MTM gains/losses on hedges y/y

•$24 million higher LOCOM, net of current period
recoveries, y/y

•4Q11 EBIT up $3 MM vs. 4Q10 with similar
drivers as full year

•Wholesale Operating Margin Components

4Q11 Financial Performance Summary

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2011 Financial Performance Summary

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Midstream

•2011 EBIT up $3 million vs. 2010 due mainly
to full year of GTS Cavern 1 operation

•4Q11 EBIT up $1 million vs. 4Q10 due to
higher operating margin

•Golden Triangle Storage (GTS)

•Cavern 1 in service (6 Bcf)

-Cavern 1 is 100% contracted, inclusive of 2 Bcf
Sequent contract; Average subscription rate of $0.14

•Cavern 2 under construction (7 Bcf); Completion
expected mid-year 2012, 0% contracted

•Storage values remain depressed due to high supply
of natural gas and reduced demand

•Jefferson Island Storage and Hub (JISH)

•As of 12/31/11 JISH is 97% contracted with average
subscription rate of $0.19, inclusive of 2 Bcf Sequent
contract; 3 Bcf rolling off at the end of March 2012,
including 2 Bcf Sequent contract

•Expansion permit application remains under review by
Louisiana Department of Natural Resources

•Central Valley Gas Storage

•11 Bcf under construction with expected completion
mid-year 2012, 3 Bcf under contract

4Q11 Financial Performance Summary

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2011 Financial Performance Summary

Balance Sheet Highlights

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•Solid balance sheet with significant
opportunity to fund capital requirements

•Good access to capital markets

•Company credit metrics support solid, investment-
grade ratings

•$4.9 billion debt outstanding

•Long-term debt $3.6 billion

•Short-term debt of $1.3 billion

•Debt to Cap Ratio: 58%

•2012 cap ex estimated at $825 million

•Approximately $725 million of utility cap ex expected
in 2012 vs. $604 million in 2011 for legacy AGLR
utilities + Nicor Gas

•$300 million of 2012 utility cap ex is rider-based

•Approximately $100 million of non-utility cap ex
expected in 2012

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AGL Resources Debt Maturities

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2012 Guidance

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•AGL Resources expects diluted EPS to be in the range of $2.80 - $2.95 for
2012, excluding mark-to-market impacts and impacts from Nicor merger-
related costs

•Key assumptions include:

•Achievement of anticipated efficiencies related to corporate overhead and non-
utility businesses post-Nicor acquisition

•Normal weather

•Continued low volatility in natural gas prices

•Successful implementation of regulatory infrastructure and rate programs

•Higher pension expense due to lower discount rates

•Average diluted shares outstanding of 117.5 million

•Effective tax rate of 37.9%

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PBR Settlement with ICC Staff

•On February 16, 2011 Nicor Gas filed a stipulated resolution along with Illinois
Commerce Commission (ICC) Staff that includes crediting $64 million to
customers relating to the long-running Performance Based Rate (PBR) case
pending before the ICC

•Nicor Gas had already reserved $27 million for this issue

•Additional $37 million recorded in “other income/expense” in the Nicor Gas 2011 10-K

•Based upon proposed stipulation, no impact to AGLR earnings expected going forward

•Stipulation requires approval by ICC

•Illinois Attorney General’s Office and Citizens Utility Board are not parties to the
current stipulation

•Stipulation will be considered simultaneously with all issues in the case

•Evidentiary hearings expected to begin the week of 2/27/12

•Briefing expected to be complete by 4/26/12

•ICC ruling anticipated later this year

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2012 Priorities

•Make necessary capital investment to enhance and maintain the safety and
reliability of our distribution systems, while minimizing regulatory lag

•Remain a low-cost leader within the industry

•Maintain market share in Georgia and Illinois while expanding further into new
territories such as Ohio and Florida

•Leverage experience across SouthStar and Nicor’s retail businesses

•Renew affiliated and non-affiliated asset management agreements and add new asset
management, gas-fired power generation and producer services contracts

•Continually enhance risk management, credit management and overall controls

Distribution

Retail

Wholesale

Midstream

Cargo Shipping

Expense &
Balance Sheet
Discipline

•Complete construction of Golden Triangle Cavern 2 and Central Valley Gas
Storage and execute contracts for newly available capacity

•Reduce project development costs in response to low volatility environment

•Effectively control expenses and focus on capital discipline in each of our
business segments

•Maintain strong balance sheet and liquidity profile

•Expand market share in key service areas while providing quality total
transportation and logistics solutions for our customers

•Prudently deploy capital investment and diligently manage operating costs

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Additional Resources

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Company resources

•www.aglresources.com

•Sarah Stashak

Director, Investor Relations

404-584-4577

sstashak@aglresources.com

Industry resources

•www.aga.org

•www.eia.doe.gov

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Appendix & GAAP Reconciliations

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The following table sets forth a reconciliation of AGL Resources’ operating margin to operating income and earnings before interest and taxes (EBIT) to
earnings before income taxes, net income to net income attributable to AGL - as reported and net income attributable to AGL - as adjusted, and net income
attributable to AGL - as adjusted - to diluted EPS - as adjusted for the twelve months ended December 31, 2011 and 2010.

GAAP Reconciliation

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20

The following table sets forth a reconciliation of AGL Resources’ operating margin to operating income and earnings before interest and taxes (EBIT) to
earnings before income taxes, net income to net income attributable to AGL - as reported and net income attributable to AGL - as adjusted, and net income
attributable to AGL - as adjusted - to diluted EPS - as adjusted for the three months ended December 31, 2011 and 2010.

GAAP Reconciliation

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GAAP Reconciliation

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GAAP Reconciliation

The following tables set forth a reconciliation of AGL Resources’ Statement of Income to earnings before interest and taxes (EBIT) by segment for the
twelve months ended December 31, 2011 and December 31, 2010.

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Natural Gas Transportation Spreads

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$5.05

$0.56

$3.34

$0.29

Natural Gas Storage Spreads

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Intrinsic Spreads Year Ago to Expiry

Source: Nymex

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GAAP Reconciliation

Reconciliations of operating margin, EBIT by segment, net income excluding merger expenses and EPS excluding merger expenses are available in our
quarterly reports (Form 10-Q) and annual reports (Form 10-K) filed with the Securities and Exchange Commission.

Our management evaluates segment financial performance based on EBIT, which includes the effects of corporate expense allocations. EBIT is a non-
GAAP (accounting principles generally accepted in the United States of America) financial measure. Items that are not included in EBIT are financing
costs, including debt and interest expense and income taxes. We evaluate each of these items on a consolidated level and believe EBIT is a useful
measurement of our performance because it provides information that can be used to evaluate the effectiveness of our businesses from an operational
perspective, exclusive of the costs to finance those activities and exclusive of income taxes, neither of which is directly relevant to the efficiency of those
operations.

We also use EBIT internally to measure performance against budget and in reports for management and the Board of Directors. Projections of forward-
looking EBIT are used in our internal budgeting process, and those projections are used in providing forward-looking business segment EBIT projections
to investors. We are unable to reconcile our forward-looking EBIT business segment guidance to GAAP net income, because we do not predict the
future impact of unusual items and mark-to-market gains or losses on energy contracts. The impact of these items could be material to our operating
results reported in accordance with GAAP.

Operating margin is a non-GAAP measure calculated as revenues minus cost of goods sold and revenue taxes, excluding operation and maintenance
expense, depreciation and amortization, taxes other than income taxes, and the gain or loss on the sale of our assets. These items are included in our
calculation of operating income. We believe operating margin is a better indicator than operating revenues of the contribution resulting from customer
growth, since cost of goods sold and revenue taxes are generally passed directly through to customers.

We present our net income excluding merger expenses and our EPS excluding expenses incurred with respect to the proposed merger with Nicor.As
we do not routinely engage in transactions of the magnitude of the Nicor merger, and consequently do not regularly incur transaction related expenses of
correlative size, we believe presenting our EPS excluding Nicor merger expenses provides investors with an additional measure of our core operating
performance.

EBIT, operating margin, net income excluding merger expenses and EPS excluding merger expenses should not be considered as alternatives to, or
more meaningful indicators of, our operating performance than operating income or net income, as determined in accordance with GAAP. In addition,
our EBIT, operating margin, adjusted net income and adjusted EPS may not be comparable to similarly titled measures of another company.

Net income attributable to AGL Resources, as adjusted and Basic and Diluted earnings per share, as adjusted are non-GAAP measures and exclude
transaction costs related to the proposed merger with Nicor.We believe these financial measures are useful to investors because they provide an
alternative method for assessing the Company’s operating results in a manner that is focused on the performance of the Company’s ongoing operations.
The presentation of these financial measures is not meant to be a substitute for financial measures prepared in accordance with GAAP.

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