UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1996
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
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. Employer
Identification No.)
1844 Ferry Road
Naperville, Illinois 60563-9600
(Address of principal (Zip Code)
executive offices)
(630)305-9500
(Registrant's telephone number)
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 [ ]
Shares of common stock, par value $2.50 outstanding, at July 31, 1996, were
50,073,401.
NICOR Inc. Page i
Table of Contents
Page
Part I. Financial Information
Item 1. Financial Statements (Unaudited) 1
Consolidated Statement of Income -
Three, Six and Twelve Months Ended
June 30, 1996 and 1995 2
Consolidated Statement of Cash Flows -
Six and Twelve Months Ended
June 30, 1996 and 1995 3
Consolidated Balance Sheet -
June 30, 1996 and 1995, and
December 31, 1995 4
Notes to the Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8
Part II. Other Information
Item 1. Legal Proceedings 13
Item 4. Submission of Matters to a Vote of
Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 14
Signature 15
Exhibit Index 16
Selected terms:
Ill.C.C. - Illinois Commerce Commission.
Mcf, Bcf - Thousand cubic feet, billion cubic feet.
TEU - Twenty-foot equivalent unit.
Degree days - Number of degrees by which the daily
mean temperature falls below 65 degrees
Fahrenheit.
NICOR Inc. Page 1
PART I - Financial Information
Item 1. Financial Statements
The following condensed unaudited financial statements of
NICOR Inc. have been prepared by the company pursuant to the rules
and regulations of the Securities and Exchange Commission (SEC).
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to
SEC rules and regulations. The condensed financial statements
should be read in conjunction with the financial statements and the
notes thereto included in the company's latest 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. Because of seasonal and other factors, the
results for the interim periods presented are not necessarily
indicative of the results to be expected for the full fiscal year.
<TABLE>
NICOR Inc. Page 2
Consolidated Statement of Income (Unaudited)
(Millions, except per share data)
<CAPTION>
Three months ended Six months ended Twelve months ended
June 30 June 30 June 30
1996 1995 1996 1995 1996 1995
<S> <C> <C> <C> <C> <C> <C>
Operating revenues $ 336.5 $ 246.9 $1,037.4 $ 856.7 $1,660.8 $ 1,418.2
Operating expenses
Cost of gas 160.9 106.0 602.0 481.1 908.1 748.6
Operating and maintenance 77.4 67.8 153.1 136.3 304.1 273.6
Depreciation 21.3 19.2 70.7 63.9 118.5 108.5
Taxes, other than income taxes 24.9 19.8 77.5 67.2 114.3 101.7
284.5 212.8 903.3 748.5 1,445.0 1,232.4
Operating income 52.0 34.1 134.1 108.2 215.8 185.8
Other income (expense)
Interest income .5 1.6 .9 2.1 1.9 3.3
Other, net (1.7) .2 (1.8) .3 .9 3.2
(1.2) 1.8 (.9) 2.4 2.8 6.5
Income before interest on debt
and income taxes 50.8 35.9 133.2 110.6 218.6 192.3
Interest on debt, net of
amounts capitalized 10.6 9.3 22.3 20.8 43.2 42.2
Income before income taxes 40.2 26.6 110.9 89.8 175.4 150.1
Income taxes 14.8 9.5 40.0 31.8 62.7 49.9
Income from continuing operations 25.4 17.1 70.9 58.0 112.7 100.2
Income from discontinued
operations, net of income taxes 15.0 - 15.0 - 15.0 -
Net income 40.4 17.1 85.9 58.0 127.7 100.2
Dividends on preferred stock .1 .1 .2 .2 .4 .4
Earnings applicable to
common stock $ 40.3 $ 17.0 $ 85.7 $ 57.8 $ 127.3 $ 99.8
Average shares of common
stock outstanding 50.1 50.7 50.2 51.0 50.3 51.5
Earnings per average share
of common stock
Continuing operations $ .50 $ .34 $ 1.41 $ 1.13 $ 2.23 $ 1.94
Discontinued operations .30 - .30 - .30 -
$ .80 $ .34 $ 1.71 $ 1.13 $ 2.53 $ 1.94
Dividends declared per share
of common stock $ .33 $ .32 $ .66 $ .64 $ 1.30 $ 1.27
<F1>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
NICOR Inc. Page 3
Consolidated Statement of Cash Flows (Unaudited)
(Millions)
<CAPTION>
Six months ended Twelve months ended
June 30 June 30
1996 1995 1996 1995
Operating activities
<S> <C> <C> <C> <C>
Net income $ 85.9 $ 58.0 $ 127.7 $ 100.2
Less income from discontinued operations 15.0 - 15.0 -
Income from continuing operations 70.9 58.0 112.7 100.2
Adjustments to reconcile income from continuing operations
to net cash flow provided from continuing operations:
Depreciation 70.7 63.9 118.5 108.5
Deferred income tax expense (benefit) (13.7) (18.3) 1.4 (31.7)
Change in working capital items and other:
Receivables, less allowances 91.0 119.1 (71.1) 20.3
Gas in storage 42.8 58.3 (8.5) (10.3)
Deferred/accrued gas costs (24.5) 54.9 (53.5) 27.4
Accounts payable (64.9) (30.6) 16.7 25.5
Accrued taxes 5.3 10.2 (.9) 7.6
Temporary LIFO liquidation 12.0 30.7 (18.7) (19.4)
Gas refunds due customers (20.1) 43.3 (41.5) 42.4
Other 41.6 (.5) 43.2 2.4
Net cash flow provided from continuing operations 211.1 389.0 98.3 272.9
Net cash flow provided from (used for) discontinued
operations .6 (1.8) (.3) (4.4)
Net cash flow provided from operating activities 211.7 387.2 98.0 268.5
Investing activities
Capital expenditures (52.8) (62.0) (147.7) (175.4)
Short-term investments 8.4 15.5 1.1 19.4
Other .4 .3 2.2 1.6
Net cash flow used for investing activities (44.0) (46.2) (144.4) (154.4)
Financing activities
Net proceeds from issuing long-term debt - - 72.0 99.1
Disbursements to retire long-term debt (50.0) - (112.5) (50.0)
Short-term borrowings (repayments), net (80.6) (243.9) 115.7 (9.0)
Dividends paid (32.8) (32.8) (65.2) (65.9)
Disbursements to reacquire stock (4.9) (25.1) (13.4) (42.7)
Other .4 1.0 1.7 1.7
Net cash flow used for financing activities (167.9) (300.8) (1.7) (66.8)
Net increase (decrease) in cash and cash equivalents (.2) 40.2 (48.1) 47.3
Cash and cash equivalents, beginning of period 6.8 14.5 54.7 7.4
Cash and cash equivalents, end of period $ 6.6 $ 54.7 $ 6.6 $ 54.7
<F1>
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
NICOR Inc. Page 4
Consolidated Balance Sheet (Unaudited)
(Millions)
<CAPTION>
June 30 December 31 June 30
Assets 1996 1995 1995
Current assets
<S> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 6.6 $ 6.8 $ 54.7
Short-term investments, at cost
which approximates market 11.2 19.6 12.3
Receivables, less allowances of $8.8,
$5.8 and $7.1, respectively 170.7 261.7 99.6
Deferred gas costs 33.2 8.7 -
Gas in storage, at last-in, first-out (LIFO) cost 20.2 63.0 11.7
Other 29.4 30.0 28.4
271.3 389.8 206.7
Property, plant and equipment, at cost
Gas distribution 2,923.4 2,886.2 2,800.9
Shipping 233.5 223.8 223.3
Other .8 .4 .4
3,157.7 3,110.4 3,024.6
Less accumulated depreciation 1,397.9 1,331.1 1,287.8
1,759.8 1,779.3 1,736.8
Other assets 90.0 90.0 77.8
$ 2,121.1 $ 2,259.1 $ 2,021.3
Liabilities and Capitalization
Current liabilities
Long-term obligations due within one year $ 25.2 $ 50.0 $ 50.0
Short-term borrowings 118.2 198.8 2.5
Accounts payable 242.4 308.4 226.7
Temporary LIFO liquidation 12.0 - 30.7
Gas refunds due customers 4.1 24.2 45.6
Accrued gas costs - - 20.3
Other 49.0 44.3 50.4
450.9 625.7 426.2
Deferred credits and other liabilities
Deferred income taxes 201.7 210.0 186.1
Regulatory income tax liability 85.1 86.5 88.6
Unamortized investment tax credits 49.8 50.8 51.7
Other 145.2 120.9 115.4
481.8 468.2 441.8
Capitalization
Long-term debt 443.9 468.7 459.1
Preferred stock
Redeemable 8.6 8.8 8.8
Nonredeemable .1 .1 .1
Common equity
Common stock 125.3 125.8 126.4
Paid-in capital 45.7 49.6 56.2
Retained earnings 564.8 512.2 502.7
1,188.4 1,165.2 1,153.3
$ 2,121.1 $ 2,259.1 $ 2,021.3
<F1>
The accompanying notes are an integral part of this statement.
</TABLE>
NICOR Inc. Page 5
Notes To The Consolidated Financial Statements (Unaudited)
ACCOUNTING POLICIES
Depreciation. Depreciation for the gas distribution segment is calculated
using a straight-line method for the calendar year. For interim periods,
depreciation is allocated based on gas deliveries. In April 1996, the gas
distribution plant composite depreciation rate increased to 4.1 percent from
3.7 percent.
Gas in Storage. Gas in storage injections and withdrawals are valued using
the last-in, first-out (LIFO) method on a calendar-year basis. For interim
periods, the difference between current replacement cost and the LIFO cost
for quantities of gas temporarily withdrawn from storage is recorded in cost
of gas as a temporary LIFO liquidation.
CASH FLOW INFORMATION
Income taxes paid, net of refunds, and interest paid, net of amounts
capitalized, for the periods ended June 30 were (millions):
Six months Twelve months
1996 1995 1996 1995
Income taxes paid $39.1 $37.6 $54.4 $70.4
Interest paid 23.1 20.7 44.1 41.1
REGULATORY MATTERS
Rate Proceeding. On April 3, 1996, the Ill.C.C. granted Northern Illinois
Gas a $33.7 million general rate increase, of which $12 million relates to
the change in the company's composite depreciation rate noted above. The
order, effective April 11, 1996, allows the company a rate of return on
original-cost rate base of 9.67 percent, which reflects an 11.13 percent
cost of common equity. The new rate structure will allow Northern Illinois
Gas to recover a larger proportion of its fixed costs during warmer months.
The overall result is that the company's earnings will be less sensitive to
the effects of weather and the seasonal variations in quarterly earnings
will be reduced.
In May 1996, the Ill.C.C. denied requests for rehearing filed by several
parties including Northern Illinois Gas. The company and other parties have
subsequently appealed the Ill.C.C.'s order to the Third District Appellate
Court of Illinois.
LONG-TERM DEBT
On August 13, 1996, Northern Illinois Gas issued $75 million of 6.45% First
Mortgage Bonds due in 2001. The net proceeds of the sale replenished
general corporate funds which were used for the March 1996 maturity of $50
million of 4-1/2% First Mortgage Bonds and the completion of the Elgin-Volo
pipeline project.
NICOR Inc. Page 6
Notes To The Consolidated Financial Statements (Unaudited)
(Continued)
DISCONTINUED OPERATIONS
In the second quarter of 1996, the company made a positive adjustment of $15
million after-tax to its reserve for discontinued operations. Factors
contributing to the adjustment include the settlement of certain
contingencies at terms more favorable than originally anticipated and
revisions in management's estimate of the remaining discontinued costs
related to contract drilling, oil and gas, inland barging and extractive
operations. The balance of the reserve will continue to be evaluated as the
remaining environmental, legal, tax and other contingencies are resolved.
CONTINGENCIES
The company is involved in legal or administrative proceedings before
various courts and agencies with respect to rates, taxes and other matters.
Current environmental laws require treatment of certain waste materials on
sites owned by NICOR that may have been generated by two barge-cleaning
facilities previously owned and operated by certain discontinued businesses
of the company. NICOR has remediated one site in accordance with the
approved closure plan and began the three-year post-closure monitoring
period in 1995. The cost of evaluation and cleanup of the other site is
currently estimated to range from $5 million to $15 million. The company is
evaluating whether any of these costs will be recoverable from insurance or
other sources.
Until the early 1950s, manufactured gas facilities were operated in the
Northern Illinois Gas service territory. Manufactured gas is now known to
have created various by-products that may still be present at these sites.
Current environmental laws may require cleanup of these former manufactured
gas plant sites. The company has identified up to 40 properties in its
service territory believed to be the location of such sites. Of these 40
properties, Northern Illinois Gas currently owns 15 and formerly owned or
leased 13. The remaining properties were never owned or leased by the
company. Information has been presented to the Illinois Environmental
Protection Agency regarding preliminary reviews of the company's currently
owned and formerly owned or leased properties. More detailed investigations
are either currently in progress or planned at many of these sites. At
certain sites, the current owners are seeking to allocate cleanup costs to
former owners or lessees, including Northern Illinois Gas.
The results of continued testing and analysis should determine to what
extent remediation is necessary and may provide a basis for estimating any
additional future costs which, based on industry experience, could be
significant. Costs are currently being recovered pursuant to Ill.C.C.
authorization.
On December 20, 1995, Northern Illinois Gas filed suit against certain
insurance carriers in the Circuit Court of Cook County. This suit seeks to
declare the insurance carriers liable under policies in effect primarily
NICOR Inc. Page 7
Notes To The Consolidated Financial Statements (Unaudited)
(Concluded)
CONTINGENCIES (Concluded)
between the years 1954 and 1985 for costs incurred or to be incurred for
environmental cleanup of former manufactured gas plant sites. Presently,
management cannot predict the timing or outcome of this lawsuit. Any
recoveries from such litigation or other sources will be flowed back to the
company's customers.
Although unable to determine the outcome of these contingencies, management
believes that appropriate accruals have been recorded. Final disposition of
these matters is not expected to have a material impact on the company's
financial condition or results of operations.
NICOR Inc. Page 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
OVERVIEW
The following discussion should be read in conjunction with the Management's
Discussion and Analysis section of the NICOR Inc. 1995 Annual Report on
Form 10-K.
Income from continuing operations for the three-, six- and twelve-month
periods ended June 30, 1996, rose $8.3 million to $25.4 million, $12.9
million to $70.9 million and $12.5 million to $112.7 million, respectively,
from the corresponding 1995 periods. Earnings per common share from
continuing operations were $.50, $1.41 and $2.23 compared with $.34, $1.13
and $1.94, respectively. The increase in each period was due to higher
operating results in the gas distribution and shipping segments. Per share
results also benefited from the company's common stock buyback program.
In the second quarter of 1996, NICOR made a positive adjustment of $15
million to its reserve for discontinued operations. Including this
adjustment, NICOR's 1996 net income for the three-, six- and twelve-month
periods ended June 30, 1996, was $40.4 million, $85.9 million and $127.7
million, respectively. Earnings per common share were $.80, $1.71 and
$2.53, respectively. For further information on this adjustment, see
Discontinued Operations on page 6.
Operating income (loss) for the periods ended June 30 by business segment
was (millions):
Three months Six months Twelve months
1996 1995 1996 1995 1996 1995
Gas distribution $ 47.6 $ 30.6 $123.5 $ 99.2 $195.0 $168.0
Shipping 5.7 4.4 12.5 10.7 25.2 21.6
Other (1.3) (.9) (1.9) (1.7) (4.4) (3.8)
$ 52.0 $ 34.1 $134.1 $108.2 $215.8 $185.8
The following summarizes operating income comparisons by business segment:
- - Gas distribution operating income for the three-, six- and twelve-
month periods increased $17 million, $24.3 million and $27 million,
respectively. For the three-month period, the increase was due in
large part to the impact of a 2.8 percent general rate increase
along with rate design changes which shift some revenues from cold-
weather months to warm-weather months. For the six- and twelve-
month periods, the increase was due primarily to the positive impact
of higher deliveries. The April 1996 rate case result also
contributed to the improvements.
- - Shipping operating income for the three-, six- and twelve-month
periods increased $1.3 million, $1.8 million and $3.6 million,
respectively, due primarily to an increase in volumes shipped as
economic conditions in the Eastern Caribbean remained strong.
NICOR Inc. Page 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
RESULTS OF OPERATIONS
Details of various financial and operating information by segment can be
found in the tables on pages 11 and 12. The following summarizes the major
changes in NICOR's revenues and expenses.
Operating revenues increased $89.6 million, $180.7 million and $242.6
million for the three-, six- and twelve-month periods, respectively, due
primarily to higher revenues in the gas distribution segment resulting
principally from increased deliveries and higher natural gas costs which are
passed through to sales customers. Increased deliveries were attributable
to the positive impact of colder weather and demand growth.
Gas distribution margin, defined as operating revenues less cost of gas and
revenue taxes, is shown in the following table for the periods ended
June 30. Margin increased in each period due primarily to higher deliveries
and the impact of the general rate increase. Margin per Mcf delivered for
the three-month period rose sharply as a result of the general rate increase
along with rate design changes which shift some revenues from cold-weather
months to warm-weather months.
Three months Six months Twelve months
1996 1995 1996 1995 1996 1995
Gas distribution
margin (Millions) $106.8 $ 87.2 $275.7 $241.9 $476.1 $429.8
Margin per Mcf
delivered 1.13 1.00 .85 .83 .85 .87
Operating and maintenance expense increased $9.6 million, $16.8 million and
$30.5 million for the three-, six- and twelve-month periods, respectively,
due principally to higher costs in the shipping segment caused primarily by
increased volume-related shore and vessel costs. The twelve-month period
was also impacted by higher administrative and general costs in the gas
distribution segment.
Depreciation expense increased in each period due to the change in the gas
distribution plant composite depreciation rate and gas plant additions. For
further information on the change in the plant composite depreciation rate,
see Accounting Policies on page 5.
Other income decreased in each period due to the combined effect of higher
interest on income tax adjustments and the impact of lower investment levels
on interest income.
Interest on debt increased in each period due primarily to higher borrowing
levels.
The effective income tax rate rose to 35.7 percent from 33.2 percent for the
twelve-month period due primarily to a higher state tax provision and less
excess deferred taxes turning around.
NICOR Inc. Page 10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Continued)
FINANCIAL CONDITION
Net cash flow from continuing operations decreased $177.9 million and
$174.6 million for the six- and twelve-month periods, respectively, due to
the timing of gas cost recoveries, the impact of a 1995 gas pipeline refund
and a return to normal levels of customer advance payments. The impact of
these factors was partially offset by the receipt of approximately $35
million from the Internal Revenue Service for settlement of past income tax
returns. Net cash flow from operations may fluctuate widely from one
interim period to another due to the seasonal nature of NICOR's businesses.
The company generally relies on short-term financing to meet temporary
working capital needs.
NICOR and its gas distribution subsidiary maintain short-term credit
agreements with major domestic and foreign banks. At June 30, 1996, these
agreements, which serve as backup for the issuance of commercial paper,
totaled $340 million, and the company had $118.2 million of commercial paper
outstanding. At June 30, 1996, the unused lines of credit under these
credit agreements were $221.8 million.
On August 13, 1996, Northern Illinois Gas issued $75 million of 6.45% First
Mortgage Bonds due in 2001. The net proceeds of the sale replenished
general corporate funds which were used for the March 1996 maturity of $50
million of 4-1/2% First Mortgage Bonds and the completion of the Elgin-Volo
pipeline project.
In March 1996, the company completed the $50 million common stock buyback
program initiated in October 1994. During the first quarter of 1996, NICOR
purchased and retired approximately 160,000 common shares at an aggregate
cost of $4.4 million.
In June 1996, NICOR announced another stock repurchase program having an
aggregate market value of up to $50 million. The purchases, which began in
July 1996, are being made as market conditions permit through open market
transactions.
Effective with the dividend paid on May 1, 1996, NICOR's quarterly dividend
on common stock was increased 3.1 percent to 33 cents per share. This
payment represents an annual rate of $1.32 per share, a four-cent increase
over the $1.28 per share established with the May 1, 1995 dividend.
RATE PROCEEDING
On April 3, 1996, the Ill.C.C. granted Northern Illinois Gas a $33.7
million, 2.8 percent general rate increase effective April 11, 1996. For
further information, see Regulatory Matters on page 5.
<TABLE>
NICOR Inc. Page 11
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (Continued)
OPERATING STATISTICS
Gas Distribution
Changes in weather can materially affect operating results. Operating revenues, deliveries, weather statistics
and other data are presented below.
<CAPTION>
Three months ended Six months ended Twelve months ended
June 30 June 30 June 30
1996 1995 1996 1995 1996 1995
Operating revenues (Millions):
Sales
<S> <C> <C> <C> <C> <C> <C>
Residential $ 181.7 $ 131.7 $ 599.2 $ 499.5 $ 949.5 $ 812.2
Commercial 45.9 31.9 163.3 132.6 248.6 213.7
Industrial 7.4 4.7 30.5 23.0 43.3 35.7
235.0 168.3 793.0 655.1 1,241.4 1,061.6
Transportation
Commercial 10.6 8.6 31.0 27.8 53.4 45.5
Industrial 11.7 13.5 29.6 32.5 59.7 56.5
22.3 22.1 60.6 60.3 113.1 102.0
Revenue taxes and other 27.4 18.5 83.6 62.9 117.1 95.2
$ 284.7 $ 208.9 $ 937.2 $ 778.3 $1,471.6 $1,258.8
Deliveries (Bcf):
Sales
Residential 35.8 33.1 150.8 133.1 249.2 210.1
Commercial 9.2 8.3 41.1 35.3 65.1 55.9
Industrial 1.6 1.4 8.3 6.6 12.2 10.1
46.6 42.8 200.2 175.0 326.5 276.1
Transportation
Commercial 11.3 9.2 45.2 34.4 74.8 56.5
Industrial 36.7 35.3 78.8 83.2 161.2 159.3
48.0 44.5 124.0 117.6 236.0 215.8
94.6 87.3 324.2 292.6 562.5 491.9
Gas cost per Mcf sold $ 3.29 $ 2.35 $ 2.91 $ 2.66 $ 2.68 $ 2.63
Weather statistics:
Degree days 801 726 4,004 3,692 6,423 5,535
Percent colder (warmer) than normal 16.4 5.8 4.1 (4.3) 5.2 (9.8)
Customers at end of period (Thousands):
Sales
Residential 1,668.3 1,638.7
Commercial 140.5 140.6
Industrial 11.5 11.5
1,820.3 1,790.8
Transportation
Commercial 17.8 16.1
Industrial 2.6 2.4
20.4 18.5
1,840.7 1,809.3
</TABLE>
<TABLE>
NICOR Inc. Page 12
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (Concluded)
OPERATING STATISTICS (Concluded)
<CAPTION>
Three months ended Six months ended Twelve months ended
June 30 June 30 June 30
1996 1995 1996 1995 1996 1995
Shipping
<S> <C> <C> <C> <C> <C> <C>
Operating revenues (Millions) $ 46.3 $ 37.2 $ 91.0 $ 77.0 $ 177.6 $ 156.9
Operating income (Millions) $ 5.7 $ 4.4 $ 12.5 $ 10.7 $ 25.2 $ 21.6
TEUs shipped (Thousands)
Southbound 23.9 17.2 44.9 35.5 85.6 74.8
Northbound 3.6 3.7 6.8 7.7 14.7 15.5
Interisland 1.5 1.0 3.2 2.1 6.1 4.5
29.0 21.9 54.9 45.3 106.4 94.8
Revenue per TEU $ 1,514 $ 1,606 $ 1,574 $ 1,607 $ 1,591 $ 1,569
Ports served 28 23
Vessels owned 14 14
</TABLE>
NICOR Inc. Page 13
PART II - Other Information
Item 1. Legal Proceedings
For information concerning legal proceedings, see Regulatory
Matters and Contingencies in Notes to the Consolidated Financial
Statements beginning on page 5, which are incorporated herein by
reference.
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of the company was held on
May 1, 1996 for the purpose of electing the Board of Directors and
approving the appointment of independent auditors. Proxies for the
meeting were solicited pursuant to Section 14(a) of the Securities
Exchange Act of 1934 and there was no solicitation in opposition to
management's solicitation. The results of the voting as reported
below are for shares eligible to vote as of the record date,
March 4, 1996. There were no "broker nonvotes."
All of management's nominees for directors as listed in the proxy
statement were elected as indicated below:
Shares Shares
Voted Voted
NOMINEE FOR WITHHELD
Robert M. Beavers, Jr. 43,419,118 399,590
Bruce P. Bickner 43,364,000 453,417
John H. Birdsall, III 43,401,934 412,856
W.H. Clark 43,349,971 455,066
Thomas L. Fisher 43,481,414 408,187
John E. Jones 43,390,750 414,751
Dennis J. Keller 43,405,949 405,936
Charles S. Locke 43,290,188 510,063
Sidney R. Petersen 43,389,220 418,257
Daniel R. Toll 43,293,015 505,614
Patricia A. Wier 43,391,843 428,836
The proposal to ratify the appointment by the Board of Directors of
the firm of Arthur Andersen LLP as independent auditors of the
company was approved by the following vote:
Shares Shares Shares
Voted Voted Voted
FOR AGAINST ABSTAINING
43,212,079 267,777 276,722
NICOR Inc. Page 14
PART II - Other Information (Concluded)
Item 6. Exhibits and Reports on Form 8-K
(a) See Exhibit Index on page 16 filed herewith.
(b) The company did not file a report on Form 8-K during the second
quarter of 1996.
NICOR Inc. Page 15
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.
Date August 14, 1996 By DAVID L. CYRANOSKI
David L. Cyranoski
Senior Vice President,
Secretary and Controller
NICOR Inc. Page 16
Exhibit Index
Exhibit
Number Description of Document
4.01 * Supplemental Indenture, dated May 10, 1996, of Northern Illinois
Gas Company to Harris Trust and Savings Bank, Trustee, under
Indenture dated as of January 1, 1954. (File No. 1-7296, Form
10-Q for June 30, 1996, Northern Illinois Gas Company, Exhibit
4.01.)
4.02 * Supplemental Indenture, dated August 1, 1996, of Northern
Illinois Gas Company to Harris Trust and Savings Bank, Trustee,
under Indenture dated as of January 1, 1954. (File No. 1-7296,
Form 10-Q for June 30, 1996, Northern Illinois Gas Company,
Exhibit 4.02.)
27.01 Financial Data Schedule.
* These exhibits have been previously filed with the Securities and Exchange
Commission and are incorporated herein by reference. The file number and
exhibit number are stated in parentheses in the description of such
exhibit.
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF INCOME, THE CONSOLIDATED BALANCE SHEET AND THE
CONSOLIDATED STATEMENT OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1646
<OTHER-PROPERTY-AND-INVEST> 114
<TOTAL-CURRENT-ASSETS> 271
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 90
<TOTAL-ASSETS> 2121
<COMMON> 125
<CAPITAL-SURPLUS-PAID-IN> 46
<RETAINED-EARNINGS> 565
<TOTAL-COMMON-STOCKHOLDERS-EQ> 736
9
0
<LONG-TERM-DEBT-NET> 421
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 23
<COMMERCIAL-PAPER-OBLIGATIONS> 118
<LONG-TERM-DEBT-CURRENT-PORT> 25
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 789
<TOT-CAPITALIZATION-AND-LIAB> 2121
<GROSS-OPERATING-REVENUE> 1037
<INCOME-TAX-EXPENSE> 40
<OTHER-OPERATING-EXPENSES> 903
<TOTAL-OPERATING-EXPENSES> 943
<OPERATING-INCOME-LOSS> 94
<OTHER-INCOME-NET> (1)
<INCOME-BEFORE-INTEREST-EXPEN> 93
<TOTAL-INTEREST-EXPENSE> 22
<NET-INCOME> 86<F1>
0
<EARNINGS-AVAILABLE-FOR-COMM> 86
<COMMON-STOCK-DIVIDENDS> 33
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 212
<EPS-PRIMARY> 1.71<F2>
<EPS-DILUTED> 0
<FN>
<F1>NET INCOME CONSISTS OF INCOME FROM CONTINUING OPERATIONS OF $70.9 MILLION
AND INCOME FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES, OF
$15 MILLION.
<F2>EARNINGS PER AVERAGE SHARE OF COMMON STOCK CONSISTS OF $1.41 FROM
CONTINUING OPERATIONS AND $.30 FROM DISCONTINUED OPERATIONS.
</FN>
</TABLE>
