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•	change in the availability or price of natural gas and other forms of energy;

•	general economic conditions;

•	energy conservation, including state-supported energy efficiency programs;

•	legislation and regulations; and

•	the cost and capability to convert from natural gas to alternative energy products.

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•	distributing natural gas for Marketers;

•	constructing, operating and maintaining the gas system infrastructure, including responding to customer service calls and leaks;

•	reading meters and maintaining underlying customer premise information for Marketers; and

•	planning and contracting for capacity on interstate transportation and storage systems.

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(1)	The authorized return on rate base, return on equity and rate base percentage of equity represent those authorized as of December 31, 2015.

(2)	Estimates based on principles consistent with utility ratemaking in each jurisdiction. Rate base includes investments in regulatory infrastructure programs.

(3)

Involves regulatory mechanisms that allow us to recover our costs in the event of unseasonal weather, but are not direct offsets to the potential impacts on earnings of weather and customer consumption. These mechanisms are designed to help stabilize operating results by increasing base rate amounts charged to customers when weather is warmer-than-normal and decreasing amounts charged when weather is colder-than-normal.

(4)	Allows for the recovery of fixed customer service costs separately from assumed natural gas volumes used by our customers.

(5)	Includes programs that update or expand our distribution systems and liquefied natural gas facilities.

(6)	Involves the recovery (refund) of the amount of bad debt expense over (under) an established benchmark expense. Virginia Natural Gas and Chattanooga Gas recover the gas portion of bad debt expense through PGA mechanisms.

(7)	Involves the recovery of 50% of net synergy savings achieved on mergers and acquisitions.

(8)	Includes the recovery of costs associated with plans to achieve specified energy savings goals.

(9)	Elizabethtown Gas has agreed to file a general rate case with the New Jersey BPU by September 2016.

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(1)	Cast iron, bare steel, mid vintage plastic and risk based materials.

(2)	Represents expenditures on qualifying infrastructure that have been placed into service after the rate freeze expiration date, December 9, 2014.

(3)	Early vintage plastic, risk based mid vintage plastic, mid vintage neighborhood convenience.

(4)	Backyard main replacement.

(5)	Cast iron and bare steel.

(6)	Galvanized and X-Tube steel. Reflects expenditures and miles of pipe installed since we acquired Florida City Gas in November 2004.

(7)	Cast iron and distribution reinforcement.

(8)	Large diameter pressure improvement and system reinforcement projects.

(9)	New business construction and strategic line extension.

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(1)	Represents our expected capital expenditures and ownership interest, which may change.

(2)	In September 2014, we entered into a joint venture to construct and operate a natural gas pipeline that will run from West Virginia through Virginia and into eastern North Carolina to meet the region’s growing demand for natural gas. The proposed pipeline project is expected to transport natural gas to our customers in Virginia.

(3)	In August 2014, we entered into a joint venture to construct and operate a natural gas pipeline that will transport low-cost natural gas from the Marcellus Shale area to our customers in New Jersey. We believe this will alleviate takeaway constraints in the Marcellus region and help mitigate some of the price volatility experienced during recent winters.

(4)

In April 2014, we entered into two agreements associated with the construction of the Dalton Lateral Pipeline, which will serve as an extension of the Transco pipeline system and provide additional natural gas supply to our customers in Georgia. The first is a construction and ownership agreement and the second is an agreement to lease our ownership in this lateral pipeline extension once it is placed in service.

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(1)	Virginia Natural Gas’ collective bargaining agreement expired in May 2015, and a new agreement was ratified in August 2015. The new agreement provides for additional operational enhancements and changes to certain benefits, but has no material effect on our consolidated financial statements.

(2)	Elizabethtown Gas' collective bargaining agreement expired in November 2015, and a new agreement was ratified in December 2015. The new agreement provides for additional operational enhancements and changes to certain benefits, but has no material effect on our consolidated financial statements.

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•	certain risks and uncertainties associated with the proposed merger with Southern Company, including, without limitation:

•	the possibility that the proposed merger does not close due to the failure to satisfy the closing conditions, including, but not limited to, a failure to obtain the required regulatory approvals;

•	delays caused by required regulatory approvals, which may delay the proposed merger or cause the companies to abandon the transaction;

•	disruption from the proposed merger making it more difficult to maintain our business and operational relationships and the risk that unexpected costs will be incurred during this process; and

•	the diversion of management time on merger-related issues;

•	changes in price, supply and demand for natural gas and related products;

•	the impact of changes in state and federal legislation and regulation, including any changes related to climate matters;

•	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, project delays, adequacy of supply of diversified vendors, and unexpected changes in project costs, including the cost of funds to finance these projects and our ability to recover our project costs from our customers;

•	limits on pipeline capacity;

•	the impact of acquisitions and divestitures;

•	our ability to successfully integrate operations that we have or may acquire or develop in the future;

•	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;

•	general economic conditions;

•	uncertainties about environmental issues and the related impact of such issues, including our environmental remediation plans;

•	the capacity of our gas storage caverns, which are subject to natural settling and other occurrences;

•	contracting rates at our midstream operations storage business;

•	the impact of our construction projects and related capital expenditures, including our pipeline projects;

•	the development, timing and anticipated costs relating to our pipeline projects;

•	the impact of changes in weather on the temperature-sensitive portions of our business;

•	the impact of natural disasters, such as hurricanes, on the supply and price of natural gas;

•	acts of war or terrorism;

•	the outcome of litigation;

•	the effect of accounting pronouncements issued periodically by standard-setting bodies; and

•	the other factors discussed elsewhere herein and in our other filings with the SEC.

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•	result in increased costs associated with our operations,

•	increase other costs to our business,

•	affect the demand for natural gas (positively or negatively), and

•	impact the prices we charge our customers and affect the competitive position of natural gas.

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•	adverse economic conditions;

•	adverse general capital market conditions;

•	poor performance and health of the utility industry in general;

•	bankruptcy or financial distress of unrelated energy companies or marketers;

•	significant decrease in the demand for natural gas;

•	adverse regulatory actions that affect our local gas distribution companies and our natural gas storage business;

•	terrorist attacks on our facilities or our suppliers; or

•	extreme weather conditions.

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•	we will have paid certain significant transaction costs, including legal, financial advisory and filing, printing and mailing fees, and in certain circumstances, a termination fee to Southern Company of $201 million;

•	the attention of our management may have been diverted to the merger rather than to our operations and the pursuit of other opportunities that could have been beneficial to us;

•	the potential loss of key personnel during the pendency of the merger as employees may experience uncertainty about their future roles with the combined company;

•	we will have been subject to certain restrictions on the conduct of our business, which may prevent us from making certain acquisitions or dispositions or pursuing certain business opportunities while the merger is pending; and

•	the trading price of our common stock may decline to the extent that the current market price reflects a market assumption that the merger will be completed.

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(1)	Dividends declared per common share during the fiscal period divided by market value per common share as of the last day of the fiscal period.

(2)	As of the last day of the fiscal period.

(3)	Total assets for 2011-2013 include assets held for sale, which reflect the assets of our former Tropical Shipping business.

(4)	Total assets and long-term debt for 2011-2014 have been adjusted to reflect the netting of debt issuance costs with its debt carrying amount in accordance with our 2015 adoption of new accounting guidance related to this balance sheet presentation.

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•

Distribution Operations: Invest necessary capital to enhance and maintain safety and reliability in delivering natural gas; remain an efficiency leader within the industry while maintaining a focus on customer satisfaction; expand the natural gas distribution system and educate energy consumers on the benefits of converting to natural gas. We intend to continue investing in our regulatory infrastructure programs to minimize the lag in recovery of our capital. We continue to effectively manage costs and leverage our shared services model across our businesses to combat inflationary effects.

•	Retail Operations: Maintain our current customer base in Georgia and Illinois while continuing to expand into other profitable retail markets and expand our warranty businesses through partnership opportunities with affiliates and third parties. We will focus on products that are responsive to our customers' needs.

•	Wholesale Services: We continue to position our business to secure sufficient supplies of natural gas to meet the needs of our utility and third-party customers and to hedge natural gas prices to manage costs effectively, reduce price volatility and maintain a competitive advantage relative to other marketers.

•

Midstream Operations: Invest in natural gas based projects, some of which remain subject to regulatory approvals, along with our existing pipelines and storage to support our efforts to provide diverse sources of natural gas supplies to our customers, resolve current and long-term supply planning for new capacity, enhance system reliability and generate economic development in the areas served. For additional information on our pipeline projects, see Note 3 and Note 11 to our consolidated financial statements under Item 8 herein and Item 1, “Business” under the caption “Midstream Operations.”

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(1)	Our revenues declined significantly in 2015 compared to 2014 primarily due to lower natural gas prices and lower volumes of gas sold to customers due to weather in 2015 that was warmer than the extreme cold experienced in 2014.

(2)	Adjusted for Nicor Gas’ revenue tax expenses, which are passed through directly to customers.

(3)	Operating expenses for 2015 include $44 million of merger-related expenses and a $14 million goodwill impairment charge.

(4)	In September 2014, we sold Tropical Shipping. See Note 15 to our consolidated financial statements under Item 8 herein for additional information.

•	$34 million in additional operating margin at distribution operations from regulatory infrastructure programs, partially offset by $19 million in higher depreciation expense.

•	$19 million in additional operating margin at retail operations due to the recovery of prior year hedge losses and lower current year derivative losses resulting from changes in natural gas prices.

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•	These increases were partially offset by weather at distribution operations and retail operations due to significantly warmer temperatures in 2015, compared to 2014.

•	Significantly higher commercial activity primarily in the first quarter of 2014, and mark-to-market hedge gains, net of LOCOM adjustments at wholesale services in 2014 from price volatility generated by colder-than-normal weather, which increased operating margin by $462 million compared to 2013.

•	Increased operating margin at distribution operations and retail operations of $50 million mainly due to significantly colder-than-normal weather in 2014 as well as customer usage and customer growth. We also achieved growth as a result of our 2013 acquisitions and expansion into additional markets at retail operations.

•	These increases were partially offset by a decrease in margin of $10 million at midstream operations primarily due to a retained fuel true-up at one of our storage facilities from a reduction in the estimated cavern capacity as a result of naturally occurring shrinkage, as well as lower contracted firm rates at Jefferson Island and Central Valley.

•	Favorability year-over-year was negatively impacted by higher incentive compensation expenses primarily related to higher earnings in 2014 and increased outside services expenses of $49 million, and an $8 million higher pre-tax gain in 2013 related to the sale of Compass Energy.

•	Our income tax expense from continuing operations increased by $173 million for 2014 compared to 2013, primarily due to higher consolidated earnings. The increase was primarily a result of increased earnings at wholesale services.

(1)	Includes significantly higher-than-normal revenues at wholesale services in 2014, which are not indicative of future performance.

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(1)	Normal represents the 10-year average from January 1, 2005 through December 31, 2014, for Illinois at Chicago Midway International Airport and for Georgia at Atlanta Hartsfield-Jackson International Airport, as obtained from the National Oceanic and Atmospheric Administration, National Climatic Data Center.

(2)	The 10-year average Heating Degree Days established by the Illinois Commission in our last rate case is 5,600 for the 12 months from 1998 through 2007.

(1)	In 2014, we implemented a process change at Nicor Gas that adversely impacted our customer count. This had the effect of immaterial growth for Nicor Gas compared to 2013.

(2)	The increase from 2013 to 2014 is primarily due to the addition of approximately 33,000 residential and commercial customer relationships acquired in Illinois in June 2013.

(3)	Includes approximately 43,000 customer warranty contracts acquired in Connecticut and Massachusetts in the second half of 2015.

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(1)	Operating margin is a non-GAAP measure. A reconciliation of operating margin to operating revenues and operating income, and a reconciliation of EBIT to income before income taxes and net income is contained in “Results of Operations” herein.

(2)	Operating margin and operating expenses are adjusted for revenue tax expenses, which are passed through directly to our customers.

(3)	Operating expenses for 2015 include a $14 million goodwill impairment charge recorded during the third quarter at midstream operations and $44 million of merger-related expenses recorded within our other segment.

(4)	EBIT for 2013 includes an $11 million pre-tax gain on the sale of Compass Energy in wholesale services and an $8 million pre-tax loss associated with the termination of the Sawgrass Storage project within midstream operations.

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(1)	Represents expected operating gains from planned storage withdrawals associated with existing inventory positions and could change as wholesale services adjusts its daily injection and withdrawal plans in response to changes in future market conditions and forward NYMEX price fluctuations.

(2)	Represents the periods associated with the transportation derivative (gains) losses during which the derivatives will be settled and the physical transportation transactions will occur that offset the derivative (gains) losses recognized in 2014 and 2015.

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(1)	As of December 31, 2015.

(2)	For the twelve months ended December 31, 2015.

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(1)	The net proceeds were used to repay a portion of AGL Capital's commercial paper, including $200 million we borrowed to repay senior notes that matured on January 15, 2015.

(2)	The net proceeds were used to repay a portion of AGL Capital’s commercial paper, including $225 million we borrowed to repay senior notes that matured on April 15, 2013.

(3)	There were no cash receipts or payments in connection with the refinancing of these gas facility revenue bonds.

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(1)	During the third quarter of 2015, S&P revised both AGL Resources' and Nicor Gas' ratings outlooks to positive from stable and Fitch revised AGL Resources' outlook to positive.

(2)	Credit ratings are for AGL Capital, whose obligations are fully and unconditionally guaranteed by AGL Resources.

(3)	Moody's downgraded AGL Capital's senior unsecured rating to Baa1 from A3 during the third quarter of 2015.

•	Our credit facilities contain customary events of default, including but not limited to the failure to comply with certain affirmative and negative covenants, cross-defaults to certain other material indebtedness and a change of control;

•	Our credit facilities contain certain non-financial covenants that, among other things, restrict liens and encumbrances, loans and investments, acquisitions, dividends and other restricted payments, asset dispositions, mergers and consolidations, and other matters customarily restricted in such agreements; and

•	Our credit facilities each include a financial covenant that requires us to maintain a ratio of total debt to total capitalization of no more than 70% at the end of any fiscal month. However, we typically seek to maintain these ratios at levels between 50% and 60%, except for temporary increases related to the timing of acquisition and financing activities.

(1)	Amounts for 2014 and 2013 include activity for discontinued operations.

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(1)	Includes Investing in Illinois at Nicor Gas, STRIDE at Atlanta Gas Light, SAVE at Virginia Natural Gas, AIR at Elizabethtown Gas and SAFE at Florida City Gas.

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(1)	Includes charges recoverable through base rates or rate rider mechanisms.

(2)	In accordance with GAAP, these items are not reflected on our Consolidated Balance Sheets.

(3)

Includes charges recoverable through a natural gas cost recovery mechanism or alternatively billed to marketers and demand charges associated with Sequent. The gas supply balance includes amounts for Nicor Gas and SouthStar gas commodity purchase commitments of 37 Bcf at floating gas prices calculated using forward natural gas prices as of December 31, 2015, and is valued at $76 million. As we do for certain of our affiliates, we provide guarantees to certain gas suppliers for SouthStar in support of payment obligations.

(4)	Floating rate interest charges are calculated based on the interest rate as of December 31, 2015 and the maturity date of the underlying debt instrument. As of December 31, 2015, we have $49 million of accrued interest on our Consolidated Balance Sheets that will be paid in 2016.

(5)

We have certain operating leases with provisions for step rent or escalation payments and certain lease concessions. We account for these leases by recognizing the future minimum lease payments on a straight-line basis over the respective minimum lease terms, in accordance with GAAP. However, this lease accounting treatment does not affect the future annual operating lease cash obligations as shown herein. Our operating leases are primarily for real estate.

(6)	Represent fixed-fee minimum payments for Sequent’s affiliated asset management agreements.

(7)	We provide guarantees to certain municipalities and other agencies and certain gas suppliers of SouthStar in support of payment obligations.

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•	the creditworthiness of the counterparties involved and the impact of credit enhancements (such as cash deposits and letters of credit);

•	events specific to a given counterparty; and

•	the impact of our nonperformance risk on our liabilities.

•	expected return on plan assets;

•	the market value of plan assets;

•	assumed discount rates;

•	assumed mortality table; and

•	assumed health care costs.

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(1)	Excludes cash collateral amounts.

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(1)	Net fair value of derivative instruments outstanding includes $10 million premium and associated intrinsic value at December 31, 2015, and $3 million at December 31, 2014 and 2013 associated with weather derivatives.

(1)	Valued using NYMEX futures prices.

(2)	Valued using transactions that represent the cost to transport natural gas from a NYMEX delivery point to the contract delivery point. These transactions are based on quotes obtained either through electronic trading platforms or directly from brokers.

(3)	Excludes cash collateral amounts.

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(1)	The increase in 2014 was due to a significant decline in natural gas prices in December 2014.

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•	material and labor;

•	contractor costs;

•	construction overhead costs;

•	AFUDC; and,

•	Nicor Gas’ pad gas - the portion considered to be non-recoverable is recorded as depreciable PP&E, while the portion considered to be recoverable is recorded as non-depreciable PP&E.

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(1)	Average composite straight-line depreciation rates for depreciable property, excluding transportation equipment, which may be depreciated in excess of useful life and recovered in rates.

(2)	Composite straight-line depreciation rates.

(3)	In October 2013, the Illinois Commission approved a composite depreciation rate of 3.07%. The depreciation rate was effective as of August 30, 2013, the date the depreciation study was filed, and had the effect of reducing our 2014 and 2013 depreciation expense by $51 million and $19 million, respectively.

(1)	Variable rate is determined by FERC method of AFUDC accounting.

(2)	Amount recorded on the Consolidated Statements of Income.

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(2)	All outstanding stock options for whose effect would have been anti-dilutive were excluded from the computation of diluted earnings per common share.

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(1)

In October 2015, Atlanta Gas Light received an order from the Georgia Commission, which included a final determination of the true-up recovery related to the PRP. The order allows Atlanta Gas Light to recover $144 million of the $178 million of incurred and allowed costs that were deferred for future recovery. These deferred costs were originally requested in a February 2015 filing for a true-up of unrecovered revenue. See Note 12 for additional information on Atlanta Gas Light's global resolution of this and other matters that were previously raised before the Georgia Commission.

(1)	The year-end ERC cost estimates were completed as of November 30, 2015. The liability recorded reflects a reduction of these cost estimates for expenses incurred during December.

(2)	Nicor Gas is responsible in whole or in part for 26 MGP sites, two of which have been remediated and their use is no longer restricted by the environmental condition of the property. Nicor Gas and Commonwealth Edison Company are parties to an agreement to cooperate in cleaning up residue at 23 of the sites. Nicor Gas’ allocated share of cleanup costs for these sites is 52%.

(3)	We have no regulatory recovery mechanism for the site in North Carolina and there is no amount included within our regulatory assets. Changes in estimated costs are recognized in income during the period of change.

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(1)	Includes $9 million at December 31, 2015 and $9 million at December 31, 2014 of medical benefit (health and welfare) component for 401h accounts to fund a portion of the other retirement benefits.

(2)	Includes funds that invest primarily in U.S. common stocks.

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(3)	Includes funds that invest primarily in foreign equity and equity-related securities.

(4)	Includes funds that invest primarily in common stocks of emerging markets.

(5)	Includes funds that invest primarily in investment grade debt and fixed income securities.

(6)	Includes funds that invest in limited / general partnerships, managed accounts, and other investment entities issued by non-traditional firms or “hedge funds.”

(7)	Includes funds that invest primarily in investment vehicles and commodity pools as a “fund of funds.”

(8)	Includes funds that invest in private equity and small buyout funds, partnership investments, direct investments, secondary investments, directly / indirectly in real estate and may invest in equity securities of real estate related companies, real estate mortgage loans, and real estate mezzanine loans.

(1)	Balances of $10 million and $3 million at December 31, 2015 and 2014, respectively, associated with certain weather derivatives have been excluded, as they are accounted for based on intrinsic value rather than fair value.

(2)	There were no significant unobservable inputs (Level 3) or significant transfers between Level 1, Level 2, or Level 3 for any of the dates presented.

(1)	The change in the December 31, 2014 balance is related to our adoption of new accounting guidance in 2015 that resulted in the reclassification of debt issuance costs from other long-term assets to offset the related debt balances in long-term debt. See Note 9 for additional information.

(2)	Fair value determined using Level 2 inputs.

•	forward, futures and options contracts;

•	financial swaps;

•	treasury locks;

•	weather derivative contracts;

•	storage and transportation capacity contracts; and

•	foreign currency forward contracts

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(1)	Volumes related to Nicor Gas exclude variable-priced contracts, which are carried at fair value, but whose fair values are not directly impacted by changes in commodity prices.

(2)	Approximately 96% of these contracts have durations of two years or less and approximately 4% expire between two and five years.

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(1)	The gross amounts of recognized assets and liabilities are netted on our Consolidated Balance Sheets to the extent that we have netting arrangements with the counterparties.

(2)	As required by the authoritative guidance related to derivatives and hedging, the gross amounts of recognized assets and liabilities do not include cash collateral held on deposit in broker margin accounts of $96 million as of December 31, 2015 and $133 million as of December 31, 2014. Cash collateral is included in the “Gross amounts offset on our Consolidated Balance Sheets” line of this table.

(3)	As of December 31, 2015 and 2014, we held letters of credit from counterparties that under master netting arrangements would offset an insignificant portion of these assets.

(1)	Associated with the fair value of derivative instruments held at December 31, 2015, 2014 and 2013.

(2)	Excludes (gains) and losses recorded in cost of goods sold associated with weather derivatives of $(12) million, $7 million and $5 million for the years ended December 31, 2015, 2014 and 2013, respectively.

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•	Generate investment returns that, in combination with our funding contributions, provide adequate funding to meet all current and future benefit obligations of the plans.

•	Provide investment results that meet or exceed the assumed long-term rate of return, while maintaining the funded status of the plans at acceptable levels.

•	Improve funded status over time.

•	Decrease contribution and expense volatility as funded status improves.

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(1)	Rates are presented on a weighted average basis on a before tax basis for the Welfare plans.

(2)	Only applicable to the Nicor Gas union employees. The pension bands for the former Nicor Plan have been updated to reflect the new negotiated rates for 2016 and 2017 of 2.0% and 2.0%, respectively, as indicated in the union agreement dated March 2014.

(1)	APBO differs from the projected benefit obligation in that APBO excludes the effect of salary and wage increases.

(2)	As a result of historically having multiple plans, a portion of our obligation is in an asset position.

(3)	Only applicable to the Nicor Gas union employees.

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•	stock options;

•	stock and restricted stock awards; and

•	performance units (restricted stock units, performance share units and performance cash units).

(1)	Recorded in our Consolidated Statements of Income.

(2)	Recorded in our Consolidated Balance Sheets.

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(1)	All options outstanding at December 31, 2015, 2014 and 2013 were exercisable.

(2)	The range of exercise prices for the options outstanding at December 31, 2015 was $31.09 to $43.54.

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(1)	Interest rates are calculated based on the daily weighted average balance outstanding for the years ended December 31, 2015 and 2014.

(2)	As of December 31, 2015, the effective interest rates on our commercial paper borrowings were 0.7% for AGL Capital and 0.5% for Nicor Gas.

(3)	See Note 5 herein for additional information on our fair value measurements.

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(1)	As defined in our credit facilities, includes standby letters of credit and performance/surety bonds and excludes accumulated OCI items related to non-cash pension adjustments, welfare benefits liability adjustments and accounting for cash flow hedges.

•	a maximum leverage ratio;

•	insolvency events and/or nonpayment of scheduled principal or interest payments;

•	acceleration of other financial obligations; and

•	change of control provisions.

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(1)	All amounts are net of income taxes and noncontrolling interest. Amounts in parentheses indicate debits to accumulated other comprehensive loss.

(1)	Amounts in parentheses indicate debits, or reductions, to our net income and credits to accumulated other comprehensive loss. Except for retirement benefit plan amounts, the net income impacts are immediate.

(2)	Amortization of these accumulated other comprehensive loss components is included in the computation of net periodic benefit cost. See Note 7 for additional details about net periodic benefit cost.

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•	meter reading for SouthStar’s customers in Illinois and Georgia;

•	maintenance and expansion of the natural gas infrastructure in Illinois and Georgia; and

•	assignment of storage and transportation capacity used in delivering natural gas to SouthStar’s customers.

•	guarantees of SouthStar’s activities with, and its credit exposure to, its counterparties and to certain natural gas suppliers in support of SouthStar’s payment obligations; and

•	support of SouthStar’s daily cash management activities and assistance ensuring SouthStar has adequate liquidity and working capital resources by allowing SouthStar to utilize the AGL Capital commercial paper program for its liquidity and working capital requirements in accordance with our services agreement.

•	accounting, information technology, legal, human resources, credit and internal controls services in accordance with our services agreement.

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(1)	Includes charges recoverable through base rates or rate rider mechanisms.

(2)	In accordance with GAAP, these items are not reflected on our Consolidated Balance Sheets.

(3)

Includes charges recoverable through a natural gas cost recovery mechanism or alternatively billed to marketers and demand charges associated with Sequent. The gas supply balance includes amounts for Nicor Gas and SouthStar gas commodity purchase commitments of 37 Bcf at floating gas prices calculated using forward natural gas prices as of December 31, 2015, and is valued at $76 million. As we do for certain of our affiliates, we provide guarantees to certain gas suppliers for SouthStar in support of payment obligations.

(4)	Floating rate interest charges are calculated based on the interest rate as of December 31, 2015 and the maturity date of the underlying debt instrument. As of December 31, 2015, we have $49 million of accrued interest on our Consolidated Balance Sheets that will be paid in 2016.

(5)

We have certain operating leases with provisions for step rent or escalation payments and certain lease concessions. We account for these leases by recognizing the future minimum lease payments on a straight-line basis over the respective minimum lease terms, in accordance with GAAP. However, this lease accounting treatment does not affect the future annual operating lease cash obligations as shown herein. Our operating leases are primarily for real estate.

(6)	Represent fixed-fee minimum payments for Sequent’s affiliated asset management agreements.

(7)	We provide guarantees to certain municipalities and other agencies and certain gas suppliers of SouthStar in support of payment obligations.

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(1)	We incurred an $11 million federal net operating loss in 2015, which will be carried back and fully utilized against prior year income tax.

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(1)

The total valuation allowance in 2015 and 2014 is $19 million and $20 million, respectively. For 2015, the valuation allowance is related to our investment in Triton. For 2014, the total is composed of $1 million due to net operating losses in New Jersey of a former non-operating facility that are not allowed in New Jersey and $19 million related to our investment in Triton. New Jersey net operating losses expired in 2014, resulting in a reduction of the valuation allowance.

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(1)

The revenues for wholesale services are netted with costs associated with its energy and risk management activities. A reconciliation of our operating revenues and our intercompany revenues for the years ended December 31, are shown in the following table. Wholesale services 2014 operating revenues are related to colder-than-normal weather and extreme volatility and are not indicative of future performance.

(2)	Total assets reported as of December 31, 2013 exclude assets held for sale.

(1)	Includes $1 million for another business not related to Tropical Shipping that we discontinued in 2014 and was included in our other segment.

(2)	We ceased depreciating and amortizing Tropical Shipping’s assets on April 4, 2014.

(3)	Primarily relates to the suspension of depreciation and amortization during 2014 totaling $7 million, and $19 million of goodwill attributable to Tropical Shipping that was impaired as of March 31, 2014, based on the negotiated sales price.

(4)	Includes $60 million that was recorded in 2014 related to the cumulative foreign earnings for which no tax liabilities had been previously recorded.

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(1)

The aggregate grant date fair value of stock awards, which includes shares of our common stock and common stock equivalents, was computed in accordance with FASB ASC Topic 718 without regard to estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating these amounts are incorporated by reference to Note 8 to our consolidated financial statements under Item 8 herein.

(2)	Fees earned include a committee chair retainer of $15,000.

(3)	This director elected to defer the Equity Portion of the annual retainer under the Common Stock Equivalent Plan.

(4)	This director elected to receive the Cash Portion of the annual retainer in the form of stock.

(5)	This director elected to receive the committee chair retainer in the form of stock.

(6)	Fees earned include a lead director retainer of $25,000.

(7)	This director elected to defer $20,000 of the Cash Portion under the Common Stock Equivalent Plan.

(1)	Includes dividend equivalents.

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•	align executives’ interests with those of our shareholders by creating a strong focus on stock ownership and basing pay on performance measures that are expected to drive long-term, sustained shareholder value growth;

•	include a strong link between pay and performance by placing a significant portion of compensation “at risk” based on corporate and business segment performance;

•	assure our access to top executive talent and protect against competitor recruitment through compensation opportunities that are market competitive and commensurate with the executives’ responsibilities, experience and demonstrated performance; and

•	reinforce our business strategies and reflect our core values by rewarding desired performance, promoting desired competencies and recognizing contributions to business success that are consistent with those core values.

•	Corporate Plan EPS (described under the caption "Annual Incentive Awards - Corporate Measure"),

•	EBIT, safety and customer service metrics for our regulated business segment (distribution operations) (described under the caption "Annual Incentive Awards - Business Segment Measures"), and

•	EBITDA metrics for our non-regulated business segments (described under the caption "Annual Incentive Awards - Business Segment Measures").

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•	Effective February 23, 2015, base salaries were increased by 3% for each of the named executive officers, which was consistent with increases for other salaried employees.

•

The financial measure for our distribution operations business segment was changed from margin (weighted at 20%) to EBIT (weighted at 36%). The Compensation Committee considers EBIT to be more closely correlated to distribution operations’ achievement of its allowed return and to the manner in which the business segment is managed, by focusing on customer margins, operations and maintenance expense, and depreciation (including capital deployment management).

•	The performance measure relating to operations and maintenance expense less benefits and incentives for each named executive officer was eliminated because expense management is incorporated in the new EBIT measure. The Compensation Committee also believes that focus on EBIT aligns the goals more closely to the performance of the business segment.

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•	Mr. Evans’ base salary was increased to $700,000, with a target annual cash incentive of 80% of base salary and a target long-term incentive award opportunity of $1,750,000.

•	Ms. Reese’s base salary was increased to $440,000, with a target annual cash incentive of 65% of base salary and a long-term incentive award opportunity of 160% of base salary.

•	Mr. Tumminello’s base salary was increased to $430,000, his annual cash incentive remained unchanged and linked to Sequent’s Plan Earnings, with a smaller component based on the performance of midstream operations (storage and fuels), and his long-term incentive award opportunity remained unchanged at 75% of base salary.

•	We do not provide excessive executive perquisites or extraordinary relocation benefits to our named executive officers.

•	We do not provide tax gross-ups on compensation paid to our named executive officers, or on “golden parachute” excise taxes.

•	Our Omnibus Performance Incentive Plan (OPIP) has double-trigger vesting for equity awards in the context of a change in control if the awards are assumed by the acquiring company.

•	Our OPIP expressly prohibits repricing of options (directly or indirectly) without prior shareholder approval.

•	The Compensation Committee engages an independent compensation consultant.

•	Our stock ownership policy requires that each executive must retain at least 75% of net shares from his or her equity awards until the ownership requirement is met.

•	Our policy prohibits directors and executive officers from engaging in hedging activities involving our stock.

•	Our policy requires the recovery of certain incentive-based compensation paid to current or former executive officers in the event of an accounting restatement.

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(1)	At the time the peer group was approved, Laclede and Piedmont did not meet all three size requirements, but the Compensation Committee decided to include these companies due to overall similarities in business characteristics with us.

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(1)	Mr. Tumminello’s incentive program is described under the caption "Annual Incentive Award for Mr. Tumminello."

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•	60% corporate performance, measured by Plan EPS and described below; and

•	40% business segment performance, measured as described below.

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•	the effect of non-cash losses, including asset or goodwill impairment charges and loss on the sale of assets or subsidiaries;

•	transaction costs associated with business combinations and related integration costs;

•	changes in estimates or adjustments to actual settlement amounts equal to $100,000 or more related to legal issues existing at and prior to the closing date of an acquisition; and

•	adjustments resulting from changes in GAAP.

•	was based on an amount equal to $2.76 per share for 2015, consistent with the 2015 consolidated EPS budget approved by the Board, plus an adjustment to add $0.28 of expected EPS value to be generated by Sequent during 2015;

•	was expected to be an appropriate target when considering our 2015 business objectives; and

•	took into consideration the anticipated volatility and treatment of earnings from Sequent.

(1)	Diluted EPS from continuing operations attributable to AGL Resources Inc.

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(1)	Performance for the regulated segment was based on composite results.

(2)	Performance for the non-regulated segments was weighted as follows:

(1)	As noted above, the final payout amount for the business performance component for each named executive officer, other than Mr. Tumminello, was conditioned on the $2.84 Plan EPS performance hurdle being met and was subject to the affordability factor based on EBIT of distribution operations.

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(1)	The annual incentive award for Mr. Evans was prorated between a target of 65% for his prior position as executive vice president and chief financial officer and a target of 80% for his position as president and chief operating officer.

(2)

The annual incentive award for Ms. Reese was prorated between a target of 45% for her prior position as president of Nicor Gas and a target of 65% for her position as executive vice president and chief financial officer. In Ms. Reese’s prior position, there was also an individual performance component (weighted at 15%), in addition to the corporate component (weighted at 50%) and the business performance component (weighted at 35%).

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•	the impact each type of award has on shareholder value creation and executive motivation and retention;

•	competitive practice; and

•	balancing the cost of equity awards and the projected impact on shareholder dilution.

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•	Effective January 1, 2016, Mr. Evans received a base pay increase to $800,000, in recognition of his new position as president and chief executive officer.

•	Effective February 22, 2016, base salaries will be increased by 3% for each of the remaining named executive officers.

•	The PSUs granted in 2016 will have one metric: Cumulative Core EPS, which will be measured over a three-year performance period.

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(1)	For each of the named executive officers, includes earnings that were eligible for deferral, at the election of the named executive officer, under our Retirement Savings Plus Plan and Nonqualified Savings Plan.

(2)	Reflects the cash portion of a special award granted to Mr. Tumminello in connection with the sale of Compass Energy in 2013.

(3)

Reflects the aggregate grant date fair value of stock awards, which was computed in accordance with FASB ASC Topic 718 without regard to estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating these amounts are discussed in Note 8 to our consolidated financial statements under Item 8 herein. The grant date fair value of the restricted stock units granted in 2015 was determined by reference to the closing price of the shares on the grant date. The grant date fair value of the performance unit awards granted in 2015 was computed by multiplying (i) the target number of units awarded to each named executive officer, which was the assumed probable outcome as of the grant date, by (ii) the closing price of the underlying shares on the grant date. Assuming, instead, that the highest level of performance conditions would be achieved, the grant date fair values of these performance unit awards would have been $7,099,501 for Mr. Somerhalder, $3,030,975 for Mr. Evans, $1,077,113 for Ms. Reese, $1,776,470 for Mr. Linginfelter, $1,093,703 for Mr. Shlanta and $1,069,456 for Mr. Tumminello.

(4)	Reflects annual incentive compensation earned under our annual incentive plan (or Mr. Tumminello’s annual incentive arrangement).

(5)

Reflects the aggregate change in the actuarial present value of the named executive officer’s accumulated benefit under the Retirement Plan, which we refer to as the Pension Plan, and the Excess Plan, both of which are defined benefit plans, and, in addition, for Mr. Somerhalder, under the terms set forth in an individual agreement. None of the named executive officers received any interest on deferred compensation at an above-market rate of interest.

(6)	The following table reflects the items that are included in the “All Other Compensation” column for 2015.

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(1)	Amounts of matching contributions contributed by us to the Retirement Savings Plus Plan and Nonqualified Savings Plan are calculated on the same basis for all plan participants in the relevant plan, including the named executive officers.

(2)	Reflects our incurred cost in connection with tax return preparation, financial and estate planning benefits.

(3)	In conjunction with her appointment to executive vice president and chief financial officer, Ms. Reese received relocation benefits that were consistent with our relocation policy.

(1)	Reflects annual incentive opportunity for 2015 under the annual incentive plan and the OPIP.

(2)

The annual incentive award includes a corporate component and a business performance component. The threshold payout amount for the 2015 corporate component was as follows: $331,391 for Mr. Somerhalder; $149,250 for Mr. Evans; $69,525 for Ms. Reese; $109,922 for Mr. Linginfelter; and $76,332 for Mr. Shlanta. The 2015 business performance component consisted of a series of differently-weighted metrics and could pay out anywhere from 0% to 200% of target. Accordingly, the business performance component did not include a threshold amount.

	The annual incentive award for Mr. Tumminello is not subject to a true maximum as it is based on an incentive pool. For additional detail, refer to the caption "Annual Incentive Award for Mr. Tumminello" herein.

(3)	Reflects performance share units granted under the OPIP with a three-year performance measurement period that ends December 31, 2017. These units are payable 50% in shares of our common stock and 50% in cash.

(4)	Reflects restricted stock units granted under the OPIP with a 12-month performance measurement period that ended December 31, 2015.

(5)	Reflects the aggregate grant date fair value of stock awards, which are based on target-level award and computed in accordance with FASB ASC Topic 718. The assumptions used in calculating these amounts are discussed in Note 8 of our consolidated financial statements under Item 8 herein.

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(1)	Restricted stock units having satisfied the criteria for the applicable performance measurement period, converted into an equal number of shares of restricted stock and vesting at the rate of one-third per year, with vesting dates on March 1, 2015, March 1, 2016 and March 1, 2017.

(2)	Performance share unit awards having a performance measurement period related to our RTSR, with the measurement period ended December 31, 2015. Awards shall be payable 50% in shares of our common stock and 50% in cash.

(3)	A four-year restricted stock award with a three-year ratable vesting requirement with vesting dates of March 1, 2015, March 1, 2016 and March 1, 2017.

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(4)	A restricted stock award with a three-year ratable vesting requirement with vesting dates of May 3, 2014, May 3, 2015 and May 3, 2016.

(5)	Restricted stock units having satisfied the criteria for the applicable performance measurement period that remain restricted stock units until the vesting dates and then converting into an equal number of shares of restricted stock and vesting at the rate of one-fourth per year, with vesting dates on March 1, 2015, March 1, 2016, March 1, 2017 and March 1, 2018.

(6)	Restricted stock units having satisfied the criteria for the applicable performance measurement period, converted into an equal number of shares of restricted stock and vesting at the rate of one-fourth per year, with vesting dates on March 1, 2015, March 1, 2016, March 1, 2017 and March 1, 2018.

(7)	A restricted stock award with a four-year ratable vesting requirement with vesting dates on March 1, 2015, March 1, 2016, March 1, 2017 and March 1, 2018.

(8)	Performance share unit awards having a performance measurement period related to our RTSR, with the measurement period ending on December 31, 2016. Awards shall be payable 50% in shares of our common stock and 50% in cash.

(9)	Restricted stock units having satisfied the criteria for the applicable performance measurement period that remain restricted stock units until the vesting dates and then converting into an equal number of shares of restricted stock and vesting at the rate of one-fourth per year, with vesting dates on March 1, 2016, March 1, 2017, March 1, 2018 and March 1, 2019.

(10)	Restricted stock units having satisfied the criteria for the applicable performance measurement period, and then converting into an equal number of shares of restricted stock and vesting at the rate of one-fourth per year, with vesting dates on March 1, 2016, March 1, 2017, March 1, 2018 and March 1, 2019.

(11)	A restricted stock award with a four-year ratable vesting requirement with vesting dates of March 1, 2016, March 1, 2017, March 1, 2018 and March 1, 2019.

(12)	Performance share unit awards having a performance measurement period related to our RTSR and Cumulative Core EPS, with the measurement period ending on December 31, 2017. Awards shall be payable 50% in shares of our common stock and 50% in cash.

(13)	Restricted stock units having satisfied the criteria for the applicable performance measurement period, and then converting into an equal number of shares of restricted stock and vesting at the rate of one-fourth per year, with vesting dates on March 1, 2016, March 1, 2017, March 1, 2018 and March 1, 2019.

(14)	Performance share unit awards have a performance measurement period related to our RTSR and Cumulative Core EPS, with the measurement period ending on December 31, 2017. Awards shall be payable 50% in shares of our common stock and 50% in cash.

(1)	Represents the number of shares that vested in 2015 and the aggregate value of such shares based upon the fair market value of our common stock on the applicable vesting date.

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(1)

The AGL Resources Inc. Retirement Plan, which we refer to as the Pension Plan, is a broad-based, tax-qualified defined benefit plan. Generally, union employees who have a hire date on, or before, December 31, 2012, and non-union employees who have a hire date on, or before, December 31, 2011, are eligible to participate in the Pension Plan, upon completion of one year of service and attainment of age 21. Pension Plan benefits are determined, generally, by a “career average” earnings formula. Generally, the Pension Plan provides that the term “compensation” means base pay, overtime and bonuses. Benefits vest upon completion of five years of service. A participant’s accrued benefit is calculated based upon the normal form of benefits for that participant, as of the date the participant will reach the Pension Plan’s normal retirement age of 65. The normal form of benefits for a participant who is single is a life annuity. The normal form for a married participant is a joint and 50% survivor annuity. The Pension Plan provides for the payment of benefits in other forms, if the participant so elects. These other forms include various annuities, and (for a broad class of employees, including the named executive officers) only in cases where a participant’s benefit is less than $10,000, a single lump sum payment. Other employee groups may elect an unlimited lump sum. A participant may elect to receive benefits earlier than normal retirement age, once the participant has reached the early retirement age of 55. If a participant elects to commence benefits earlier than normal retirement age, the monthly payments will be reduced to reflect the fact that payments may continue over a longer period of time than if the employee had retired at normal retirement age. If the participant satisfies the Pension Plan’s requirements for early retirement (age 55 with 5 years of service), the reduced amount is subsidized so that the reduction from the full normal retirement benefit is less severe than a full actuarial reduction. If the participant does not satisfy the early retirement criteria, the reduced payments represent the actuarial equivalent of the full normal retirement benefit.

(2)

The AGL Resources Inc. Excess Benefit Plan, which we refer to as the Excess Plan, is a non-qualified, and unfunded, defined benefit plan designed for the benefit of a select group of management or highly compensated employees. Specifically, the Excess Plan is available to certain of our employees who have a hire date on, or before, December 31, 2011, who are adversely affected by limitations set forth in the U.S. tax code, imposed on benefits under a tax-qualified plan, such as the Pension Plan. Benefits under the Excess Plan are calculated pursuant to a formula that first determines what the participant’s benefit would be under the Pension Plan, but for the imposition of the U.S. tax code limits and then subtracts from that figure, the amount the participant will actually be entitled to under the Pension Plan. Benefits under the Excess Plan are paid in the same forms available under the Pension Plan, and are distributed at the later of separation from service or age 62.

(3)	Mr. Somerhalder’s individual agreement provides for one additional year of benefit accrual credit under the Pension Plan and Excess Plan for each year of service completed, up to a maximum of five additional years, using the eligible compensation for the year prior to the separation of service.

(4)	In accordance with the terms of Mr. Somerhalder’s individual agreement, a maximum of five years of credited service is used in this calculation.

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(1)	All amounts set forth in this column are included in the Summary Compensation Table as a component of the Salary column.

(2)	All amounts set forth in this column represent our contributions to our Nonqualified Savings Plan and are included in the Summary Compensation Table as a component of the All Other Compensation column.

(3)

Amounts set forth in this column for each named executive officer include amounts previously reported in the Summary Compensation Table, in the previous years when earned if that officer’s compensation was required to be disclosed in a previous year. Amounts previously reported in such years include previously earned, but deferred, salary and annual incentive and our matching contributions. This total reflects each named executive officer’s deferrals, matching contributions and investment experience.

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(1)	For purposes of this analysis, we assumed the executive’s compensation as current base salary, target annual incentive opportunity and target long-term incentive opportunity, each as of December 31, 2015. Each column assumes the named executive officer’s date of termination is December 31, 2015 and the price per share of our common stock on the date of termination is $63.81.

(2)

If the executive leaves voluntarily prior to retirement eligibility, compensation stops as of the termination date. All outstanding and unvested long-term incentive awards would be forfeited. No further benefits would be earned under ERISA-qualified plans. Balances related to compensation deferred under the Nonqualified Savings Plan, if any, would be paid out in the year following the year of termination and at least six months following the date of termination, or later if the executive had timely elected. Prorated accrued and unused vacation would be paid. If the executive was retirement-eligible at the time of voluntary termination and elected to retire, in addition to commencing retirement benefits, he or she would be entitled to a prorated annual incentive under the annual incentive plan, conditioned on our satisfaction of applicable performance goals, and prorated vesting of unvested RSUs and PSUs, conditioned on our satisfaction of applicable performance goals. Only Messrs. Somerhalder and Shlanta were retirement eligible on December 31, 2015. Mr. Somerhalder retired on December 31, 2015, and his retirement has been treated as a Qualifying Retirement for purposes of the RSUs and PSUs awarded to him in 2014 and 2015. Accordingly, Mr. Somerhalder is entitled to receive the full value of such RSUs on the scheduled vesting dates and the value of such PSUs on the scheduled vesting dates conditioned only on our satisfaction of applicable performance goals. The satisfaction of such goals would be measured at the end of the performance period, and any payment would be made at that time. For those who are retirement eligible, the value of the unvested performance-based awards is not currently calculable but has been included based on our share price and actual performance as of December 31, 2015.

(3)

If the executive is terminated without cause, a severance agreement may be executed based upon the facts and circumstances of the termination and in exchange for a release of any future liabilities which might otherwise be claimed by the executive. Due to the wide range and variety of circumstances, there is no preset policy governing involuntary severance compensation. However, any terms of such a special agreement would be subject to the review and approval of

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(4)

If the executive is terminated for cause, compensation stops as of the termination date. All outstanding long-term incentive awards would be forfeited. No further benefits would be earned under ERISA-qualified plans. Balances related to compensation deferred under the Nonqualified Savings Plan, if any, would be paid out in the year following the year of termination and at least six months following the date of termination, or later if the executive had timely elected. The prorated value of accrued but unused vacation would be paid.

(5)

If within two years of a change in control (as described below) the executive is terminated without cause, or resigns for good reason, the terms and conditions described below under the caption “Payments upon a Termination in connection with a Change in Control” would apply. The Board determined that Mr. Somerhalder’s retirement will be treated as a qualifying termination for purposes of his continuity agreement. Accordingly, if a change in control occurs, the terms and conditions described below under “Payments upon a Termination in connection with a Change in Control” also would apply to Mr. Somerhalder.

(6)

If the executive’s employment terminates as a result of death, a death benefit would be paid to the executive’s estate under our death benefit plan in an amount equal to one year’s base salary or such multiple of base salary (up to five) as elected and paid for, in part, by the executive. This plan covers all employees and does not discriminate in favor of executives or highly compensated employees. Upon a determination of long-term disability, payments would be made, based on the level of coverage elected and paid for, in part, by the executive, under our group disability plan. Our disability plan is also a plan that does not discriminate in favor of executives, or highly compensated employees. In the event of death or disability, the executive (or the executive’s designated beneficiary) also would receive a prorated annual incentive under the annual incentive plan, conditioned on our satisfaction of applicable performance goals. In addition, long-term incentive awards granted prior to 2015 would vest on a pro rata basis with performance conditioned on our satisfaction of applicable performance goals. The satisfaction of such goals would be measured at the end of the performance period, and any payment would be made at that time. Upon a termination due to death, stock options and long-term incentive awards granted in 2015 would vest and become non-forfeitable in full conditioned on our satisfaction of applicable performance goals. The satisfaction of such goals would be measured at the end of the performance period, and any payment would be made at that time. Due to the future performance measurement, the value of the unvested performance-based awards is not currently calculable but has been included based on our share price and actual performance as of December 31, 2015.

•	the acquisition by a person or group of persons of more than 50% of our voting securities, based upon total fair market value or total voting power;

•	the acquisition, within a 12-month period by a person or group of more than 35% of the total voting power of our stock;

•	the replacement, during a 12-month period of a majority of members of our Board with directors not endorsed by a majority of the incumbent directors; or

•	the acquisition by a person or group of persons of our assets which have a fair market value of at least 50% of the fair market value of all of our assets, immediately before such acquisition.

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•	a severance benefit equal to two times the sum of his or her base salary plus the average annual incentive compensation actually paid during the three years prior to the year of the qualifying termination;

•	a prorated annual incentive compensation payment for the year of the qualifying termination, based on the number of days the named executive officer was employed by us during that year and the greater of the target annual incentive for the officer or the incentive that would be paid based upon actual performance through the date of termination;

•	two-year continuation of medical, dental and life insurance benefits;

•	potential vesting of long-term incentive compensation, pursuant to the terms of the plan the awards were granted under; and

•	outplacement assistance.

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(a)	No further grants will be made under the inactive plan except for reload options that may be granted under outstanding option agreements under the 1999 Long-Term Incentive Plan.

(b)

The OPIP includes separate pools of shares for share counting purposes. The amount shown in the table above includes 1 million shares, which are available for future issuance as awards pursuant to stock options or stock appreciation rights under the “Remainder Reserve.” If issued pursuant to full value awards (which include awards other than stock options or stock appreciation rights), only 200,000 shares could be issued under the Remainder Reserve. In such event, the number of securities remaining available for future issuance under the OPIP, the subtotal for approved plans, and the total each would decrease by 800,000 shares.

(c)

In accordance with the terms of the OPIP, which was approved by our shareholders, shares available under a shareholder-approved plan of a company acquired by us (as appropriately adjusted to reflect the transaction) may be issued under the OPIP pursuant to awards granted to individuals who were not our employees or employees of a related company immediately before such transaction. These assumed shares do not count against the maximum share limitation specified in the OPIP. Such assumption of shares in a merger does not require approval of our shareholders under the rules of the New York Stock Exchange or otherwise. The shares designated as “Assumed Nicor Inc. Plan Shares” in the table above remained available under the Nicor Inc. 2006 Long-Term Incentive Plan, as amended, at the time of our merger with Nicor Inc. These shares were assumed under the OPIP and are available for future issuance to persons who were not our employees or employees of a related company immediately prior to our merger with Nicor Inc.

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(1)	Reflects the shares that may be acquired upon exercise of stock options granted under the OPIP, the Long-Term Incentive Plan (1999) (which we refer to as the Long-Term Incentive Plan) and which was the predecessor plan to the OPIP, or under the Officer Incentive Plan.

(2)

Represents shares of common stock, common stock equivalents and accrued dividend credits held for non-employee directors under the Amended and Restated Common Stock Equivalent Plan for Non-Employee Directors, which we refer to as the Common Stock Equivalent Plan, and, for the named executive officers, under the Nonqualified Savings Plan. The common stock equivalents track the performance of our common stock and are payable in cash. The shares and share equivalents may not be voted or transferred by the participants.

(3)	Includes 502 shares held in a trust for which Mr. Bobins has sole voting and investment power with respect to the shares.

(4)	Includes 4,610 shares held in a trust for which Mr. Rau has sole voting and investment power with respect to the shares.

(5)	Includes 9,711 shares held in a trust for which Mr. Somerhalder has sole voting and investment power with respect to the shares.

(6)	Includes 39,390 shares of a member of the group who is not a named executive officer.

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(1)	Based on the Schedule 13G/A filed with the SEC on January 25, 2016, in which BlackRock, Inc. reported that it holds all of its shares as a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) of the Exchange Act and has sole voting power with respect to 9,339,720 of its shares and sole dispositive power with respect to all of its shares.

(2)

Based on the Schedule 13G/A filed with the SEC on February 10, 2016, in which The Vanguard Group, Inc. (“Vanguard”) reported that it holds all of its shares as an investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E) of the Exchange Act and has sole voting power of 231,808 of the total shares, shared voting power of 11,000 of the total shares, sole dispositive power of  10,109,211 of the total shares and shared dispositive power of 235,515 of the total shares. Based on the Schedule 13G/A, (i) Vanguard Fiduciary Trust Company (“VFTC”), a wholly-owned subsidiary of Vanguard, is the beneficial owner of 186,315 shares or  0.15% of our common stock outstanding as a result of its serving as investment manager of collective trust accounts, and as such, VFTC directs the voting of these 186,315 shares; and (ii) Vanguard Investments Australia, Ltd. (“VIA”), a wholly-owned subsidiary of Vanguard, is the beneficial owner of 94,693 shares or  0.07%  of our common stock outstanding as a result of its serving as investment manager of Australian investment offerings, and as such, VIA directs the voting of these 94,693 shares.

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•	Report of Independent Registered Public Accounting Firm

•	Management’s Report on Internal Control Over Financial Reporting

•	Report of Independent Registered Public Accounting Firm

•	Management’s Report on Internal Control Over Financial Reporting

•	Consolidated Balance Sheets as of December 31, 2015 and 2014

•	Consolidated Statements of Income for the years ended December 31, 2015, 2014 and 2013

•	Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2015, 2014 and 2013

•	Consolidated Statements of Equity for the years ended December 31, 2015, 2014 and 2013

•	Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013

•	Notes to Consolidated Financial Statements

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