UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58 OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
For the Quarter Ended March 31, 2002
AGL Resources Inc.
(Name of registered holding company)
817 West Peachtree Street, NW
Atlanta, Georgia 30308
(Address of principal executive offices)
Inquiries concerning this Form U-9C-3 may be directed to:
Richard T. O'Brien
Executive Vice President and Chief Financial Officer
AGL Resources Inc.
817 West Peachtree Street, NW
Atlanta, Georgia 30308
Table of Contents
Page
Item 1. Organization Chart 3
Item 2. Issuance and Renewals of Securities and Capital Contributions 3
Item 3. Associate Transactions 4
Item 4. Summary of Aggregate Investment 5
Item 5. Other Investments 5
Item 6. Financial Statements and Exhibits 5
SIGNATURE 6
ITEM 1 - ORGANIZATION CHART
Name of Reporting Company Energy or Gas Date of State of % of Voting Nature of
Related Company Organization Incorpor- Securities Business
ation Held
AGL Resources Inc.
Sequent Energy Management, LP Energy related June 29, 2001 Georgia 100% (a)
Georgia Natural Gas Company Gas related June 10, 1996 Georgia 100% (b)
AGL Peaking Services, Inc. * Energy related November 21, 1997 Georgia 100% (c)
AGL Investments, Inc.
AGL Consumer Services, Inc. * Energy related June 5, 1996 Georgia 100% (d)
AGL Energy Wise Services, Inc. * Energy related March 13, 1997 Georgia 100% (e)
(a) Sequent Energy Management, LP ("Sequent"), successor to AGL Energy
Services, Inc. (a Georgia corporation organized July 31, 1996), is an asset
optimization, gas supply services, and wholesale trading and marketing
company.
(b) Georgia Natural Gas Company ("GNG") owns a 50% interest in SouthStar Energy
Services, LLC ("SouthStar"), a joint venture with subsidiaries of Dynegy
Holdings, Inc. and Piedmont Natural Gas Company. SouthStar markets natural
gas and energy-related services.
(c) During September 2001, AGL Peaking Services, Inc. ("AGL Peaking")
terminated its investment in Etowah LNG Company, LLC ("Etowah"), a joint
venture with Southern Natural Gas Company. Etowah was formed for the
purpose of constructing, owning, and operating a liquefied natural gas
peaking facility.
(d) AGL Consumer Services, Inc. ("ACS") was formed to market appliance warranty
contracts and energy-related consumer services. During the quarter ended
March 31, 2002, AGL Resources dissolved ACS.
(e) AGL Energy Wise Services, Inc. ("Energy Wise") was formed to provide energy
audits to promote the conservation of energy through efficient and
effective use of natural energy resources. During the quarter ended March
31, 2002, AGL Resources dissolved Energy Wise.
* This company was inactive during the reporting period ended March 31, 2002.
ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
None
ITEM 3 - ASSOCIATE TRANSACTIONS
Part I - Transactions Performed by Reporting Companies on Behalf of Associate
Companies (in thousands)
Reporting Company Associate Company Types of Services Direct Indirect Cost of Total
Rendering Services Receiving Service Rendered Costs Costs Capital Amount
(f) Charged Charged Billed
Sequent Atlanta Gas Light Gas supply
Company management services $ 90 -- -- $ 90
Sequent Virginia Natural Gas supply
Gas, Inc. management services $ 84 -- -- $ 84
Sequent Chattanooga Gas Gas supply
Company management services $ 69 -- -- $ 69
(f) All services are being provided at cost and are being billed (with the
exception of certain direct billings) through AGL Services Company
("AGSC"). As per Rules 80 and 81, energy purchases are not reported
hereunder.
Part II - Transactions Performed by Associate Companies on Behalf of Reporting
Companies (in thousands)
Associate Company Reporting Company Types of Services Direct Indirect Cost of Total
Rendering Services Receiving Service Rendered Costs Costs Capital Amount
Charged Charged Billed
AGSC Sequent Support (g) $ 540 $ 246 $ 17 $ 803
AGSC GNG Support (h) $ 94 $ 26 $ 3 $ 123
(g) Sequent receives support services (i.e. accounting, information services,
human resources, payroll, etc.) from AGSC which are billed pursuant to a
standard at-cost service agreement with AGSC. Detailed information with
respect to transactions under the agreement is not provided in this report,
but will be provided by Form U-13-60.
(h) GNG receives support services (i.e. accounting, legal, risk management,
etc.) from AGSC which are billed pursuant to a standard at-cost service
agreement with AGSC. Detailed information with respect to transactions
under the agreement is not provided in this report, but will be provided by
Form U-13-60.
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
Investments in energy-related companies (in thousands):
Total consolidated capitalization of AGL Resources as of March 31, 2002 * $2,107,493.2 Line 1
Total capitalization multiplied by 15% (Line 1 multiplied by 0.15) + 316,124.0 Line 2
Greater of $50 million or line 2 316,124.0 Line 3
Total current aggregate investment
(categorized by major line of energy-related
business)
Sequent 57,847.7
Energy Wise 0.0
ACS 0.0
AGL Peaking 4,848.5
Total current aggregate investment 62,696.2 Line 4
Difference between the greater of $50 million or 15% of capitalization
and the total aggregate investment of the registered holding company
system (line 3 less line 4) 253,427.8
Investments in gas-related companies (in thousands):
Total current aggregate investment +
(categorized by major line of gas-related
business)
GNG 37,477.2
Total current aggregate investment 37,477.2 Line 5
Difference between the greater of $50 million or 15% of capitalization
and the total aggregate investment of the registered holding company
system (line 3 less line 5) 278,646.8
* Total capitalization consists of common shareholders' equity, long-term
debt including current portion, preferred stock, and short-term debt.
+ Total current aggregate investment consists of common shareholders' equity
and net intercompany payable (receivable) balance including money pool.
ITEM 5 - OTHER INVESTMENTS
Major Line of Other Investment Other Investment Reason for Difference in
Energy-Related in Last in this Other Investment
Business U-9C-3 Report U-9C-3 Report
None
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
Exhibit I - Balance Sheets of Sequent, GNG, and AGL Peaking as of March
31, 2002 (Submitted under confidential treatment request pursuant
to Rule 104(b))
Exhibit II - Income Statement for the Three Months Ended March 31, 2002
for Sequent, GNG, Energy Wise, ACS and AGL Peaking (Submitted
under confidential treatment request pursuant to Rule 104(b))
Exhibit III - The certificate as to filing with interested state
commissions is attached hereto as Exhibit III.
SIGNATURE
The undersigned registered holding company has duly caused this quarterly report
to be signed on its behalf by the undersigned officer thereunto duly authorized
pursuant to the requirements of the Public Utility Holding Company Act of 1935.
AGL RESOURCES INC.
By: /s/ Richard T. O'Brien
Richard T. O'Brien
Executive Vice President and
Chief Financial Officer
May 31, 2002