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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, AS AMENDED


For the Quarter Ended March 31, 2003




AGL Resources Inc.

(Name of registered holding company)



Ten Peachtree Place

Atlanta, Georgia 30309

(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.

Ten Peachtree Place

Atlanta, Georgia 30309

404-584-9470




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Table of Contents



  

Page

Item 1.

Organization Chart

3

Item 2.

Issuance and Renewals of Securities and Capital Contributions

4

Item 3.

Associate Transactions

4

Item 4.

Summary of Aggregate Investment

6

Item 5.

Other Investments

6

Item 6.

Financial Statements and Exhibits

7

 

SIGNATURE

8









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ITEM 1 - ORGANIZATION CHART



Name of Reporting Company

Energy or Gas Related Company

Date of Organization

State of Organization

% of Voting Securities Held

Nature of Business (a)

AGL Resources Inc. (AGL Resources) (b)

 

11/27/1995

Georgia

 

RHC

 

AGL Investments, Inc. (AGLI) (b)

 

11/27/1995

Georgia

100%

IHC

  

Sequent, LLC (Sequent)

Energy

01/29/2001

Georgia

100%

IHC

   

Sequent Energy Management, LP (SEM)

Energy

06/29/2001

Georgia

1%

(c)

   

Sequent Energy Marketing, LP *

Energy

07/12/2001

Georgia

1%

Inactive

   

Sequent Holdings, LLC

Energy

06/29/2001

Georgia

100%

IHC

    

SEM

Energy

06/29/2001

Georgia

99%

(c)

    

Sequent Energy Marketing, LP *

Energy

07/12/2001

Georgia

99%

Inactive

  

Southeastern LNG, Inc.

Gas

11/14/2000

Georgia

100%

(d)

 

Georgia Natural Gas Company (GNG)

Gas

09/10/1996

Georgia

100%

(e)

  

SouthStar Energy Services, LLC

Gas

07/13/1998

Delaware

50%

(f)

 

AGL Peaking Services, Inc.  *

Gas

11/21/1997

Georgia

100%

(g)


*

This company was inactive during the reporting period ended March 31, 2003.


(a)

The following acronyms are used in Item 1:  RHC – registered holding company, IHC – intermediate holding company.

(b)

AGL Resources and AGLI are not reporting companies but are included in this Item 1 because they hold securities, directly or indirectly, in the energy-related and gas-related companies as indicated.

(c)

SEM is an asset optimization, gas supply services, and wholesale marketing and risk management subsidiary.

(d)

Southeastern LNG, Inc. owns and operates a fleet of liquefied natural gas tankers.

(e)

GNG owns a noncontrolling 70% financial interest in SouthStar Energy Services, LLC (“SouthStar”), a joint venture with a subsidiary of Piedmont Natural Gas Company. Although AGL Resources owns 70% of SouthStar, most matters of significance require the unanimous vote of each owner’s representative to the governing board of SouthStar.  Prior to March 11, 2003, GNG owned 50% of SouthStar, with subsidiaries of Piedmont Natural Gas Company and Dynegy Holdings Inc. owning 20% and 30%, respectively.

(f)

SouthStar markets natural gas and related services to retail customers, principally in Georgia. SouthStar is the largest retail marketer of natural gas in Georgia with a market share of 38% and operates under the trade name Georgia Natural Gas.  

(g)

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.  AGL Peaking owns property formerly designated for the peaking facility, but has no active operations.



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ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS


Company issuing security

Type of security issued

Principal amount of security

Issue or renewal

Cost of capital

Person to whom security was issued

Collateral given with security

Consideration received for each security

No reportable issues.




Company contributing capital

Company receiving capital

Amount of capital contribution

No reportable capital contributions.



ITEM 3 - ASSOCIATE TRANSACTIONS


Part I - Transactions Performed by Reporting Companies on Behalf of Associate Companies (in thousands)


Reporting Company Rendering Services

Associate Company Receiving Services (a)

Types of Services Rendered

Direct Costs Charged

Indirect Costs Charged

Cost of Capital

Total Amount Billed

SEM

Atlanta Gas Light Company

Gas procurement, scheduling and other


$ 57


--


--


$ 57

SEM

Virginia Natural Gas, Inc.

Gas procurement, scheduling and other


$ 80


--


--


$ 80

SEM

Chattanooga Gas Company

Gas procurement, scheduling and other


$ 37


--


--


$ 37

SEM

Atlanta Gas Light Company

Gas Transmission Storage Management

**

**

**

**

SEM

Virginia Natural Gas, Inc.

Gas Transmission Storage Management

**

**

**

**

SEM

Chattanooga Gas Company

Gas Transmission Storage Management

**

**

**

**


(a)

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.

**

Represents information filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 104 of the Public Utility Holding Company Act of 1935, as amended.



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Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies (in thousands)


Associate Company Rendering Services

Reporting Company Receiving Services

Types of Services Rendered

Direct Costs Charged

Indirect Costs Charged

Cost of Capital

Total Amount Billed

AGSC

SEM

Support (b)

$ 1,020

$ 144

$ 19

$ 1,183

AGSC

Southeastern LNG, Inc.

Support (c)

$ 9

$ 1

 -  

$ 10

AGSC

GNG

Support (d)

$ 53

$ 19

$ 1

$ 73

AGSC

AGL Peaking

Support (e)

 -  

$ 2

 -  

$ 2


(a)

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.

(b)

Southeastern LNG, Inc. receives support services from 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.

(c)

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.

(d)

AGL Peaking receives support services from 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.


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ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT


Investments in energy-related companies (in thousands):


  
 


  

Total consolidated capitalization of AGL Resources as of December 31, 2002 (1)

$2,045,701

 

Line 1

Total capitalization multiplied by 15% (Line 1 multiplied by 0.15)

306,855

 

Line 2

Greater of $50 million or line 2


$306,855

Line 3

Total current aggregate investment (2)


  
 

(categorized by major line of energy-related business)



 
 

Sequent organization (3)

9,793


 
 

Total current aggregate investment


9,793

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)


$297,062

 
 


  

Investments in gas-related companies (in thousands):


  
 


  

Total current aggregate investment (2)


  
 

(categorized by major line of gas-related business)




 
 

GNG


9,870


 
 

SouthStar (3)


72,224


 
 

AGL Peaking


1,987


 
 

Southeastern LNG, Inc.


550


 
 

Total current aggregate investment



84,631

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)


$222,224

 
 


  

(1) Total capitalization consists of common shareholders' equity, long-term debt including current portion, preferred stock, and short-term debt.

(2) Total current aggregate investment consists of common stock owned by system companies, premium on common stock, and retained earnings.

(3) GNG’s portion of SouthStar’s owner’s equity.



ITEM 5 - OTHER INVESTMENTS


Major Line of Energy-Related Business

Other Investment in Last U-9C-3 Report

Other Investment in this U-9C-3 Report

Reason for Difference in Other Investment


None




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ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS


A

Financial Statements

Exhibit I

Balance Sheets of Sequent; SEM; Sequent Holdings, LLC; Southeastern LNG, Inc.; GNG, and AGL Peaking as of March 31, 2003 (Submitted under confidential treatment request pursuant to Rule 104(b))

Exhibit Ia

Balance Sheet of SouthStar as of March 31, 2003 (Submitted under confidential treatment request pursuant to Rule 104(b))

Exhibit II

Income Statement for the Three Months Ended March 31, 2003 for Sequent; SEM; Southeastern LNG, Inc.; GNG and AGL Peaking (Submitted under confidential treatment request pursuant to Rule 104(b))

Exhibit IIa

Income Statement for the Three Months Ended March 31, 2003 for SouthStar (Submitted under confidential treatment request pursuant to Rule 104(b))

B

Exhibits

Exhibit III

The certificate as to filing with interested state commissions is attached hereto as Exhibit III.

Exhibit IV

Gas Transmission Storage Management Agreement between SEM and Atlanta Gas Light Company (Submitted under confidential treatment request pursuant to Rule 104(b))

Exhibit V

Gas Transmission Storage Management Agreement between SEM and Virginia Natural Gas, Inc. (Submitted under confidential treatment request pursuant to Rule 104(b))

Exhibit VI

Gas Transmission Storage Management Agreement between SEM and Chattanooga Gas Company (Submitted under confidential treatment request pursuant to Rule 104(b))



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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, as amended.


 

AGL RESOURCES INC.

  
 

By:  /s/ Richard T. O’Brien

  
 

Richard T. O’Brien

 

Executive Vice President and

 

Chief Financial Officer


May 30, 2003



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