- Current report filing (8-K)
April 14 2009 - 8:06AM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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PURSUANT
TO SECTION 13 OR 15(d)
OF
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THE
SECURITIES EXCHANGE ACT OF 1934
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Date
of Report (Date of earliest event reported): April 14,
2009
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AGL
RESOURCES INC.
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(Exact
name of registrant as specified in its charter)
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Georgia
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1-14174
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58-2210952
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(I.R.S.
Employer Identification No.)
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Ten
Peachtree Place NE Atlanta, Georgia 30309
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(Address
and zip code of principal executive offices)
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404-584-4000
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(Registrant's
telephone number, including area code)
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Not
Applicable
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(Former
name or former address, if changed since last report)
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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:
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¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
7.01 Regulation
FD Disclosure
On April
14, 2009, AGL Resources Inc. will host its 2009 Analyst/Investor Conference,
which is being held in New York, NY. The presentation is expected to begin at
8:30 a.m. Eastern Time, and will be available via a live audio webcast on the
“Investor Relations” section of the AGL Resources website at
www.aglresources.com. The presentation will include slides attached hereto as
Exhibits 99.1 through 99.4 and incorporated by reference herein.
Our
management evaluates segment financial performance based on earnings before
interest and taxes (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 gas, excluding
operation and maintenance expense, depreciation and amortization, taxes other
than income taxes, and the gain or loss on the sale of our assets. These items
are included in our calculation of operating income. We believe operating margin
is a better indicator than operating revenues of the contribution resulting from
customer growth, since cost of gas is generally passed directly through to
customers.
EBIT and
operating margin 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 or operating margin
may not be comparable to similarly titled measures of another company. A
reconciliation of operating margin and EBIT by segment is available in our
quarterly reports (Form 10-Q) and annual reports (Form 10-K) filed with the
Securities and Exchange Commission and on Exhibit 99.4, “GAAP
Reconciliations”.
The
information in the preceding paragraph, as well as Exhibits 99.1 – 99.4
referenced therein, shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934 unless AGL Resources Inc. expressly so incorporates such
information by reference.
Item
9.01 Financial
Statements and Exhibits
Exhibit No.
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Description
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99.1
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Strategy
and Priorities – John W. Somerhalder II
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99.2
99.3
99.4
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Financial
Update – Andrew W. Evans
Regulatory
Strategy – Henry P. Linginfelter
GAAP
Reconciliations
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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.
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AGL
RESOURCES INC.
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(Registrant)
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Date: April
14, 2009
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/s/ Andrew W. Evans
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Executive
Vice President and Chief Financial
Officer
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Exhibit
Index
Exhibit No.
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Description
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99.1
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Strategy
and Priorities – John W. Somerhalder II
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99.2
99.3
99.4
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Financial
Update – Andrew W. Evans
Regulatory
Strategy – Henry P. Linginfelter
GAAP
Reconciliations
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