form U5S


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM U-5S

Annual Report
For the Year Ended December 31, 2004


Filed pursuant to the
Public Utility Holding Company Act of 1935


AGL RESOURCES INC.
Ten Peachtree Place NE,
Atlanta, Georgia 30309


Table of Contents

Item
Title
Page Number
1
System Companies and Investments Therein as of December 31, 2004
4
2
Acquisitions or Sales of Utility Assets
9
3
Issue, Sale, Pledge, Guarantee or Assumption of System Securities
10
4
Acquisition, Redemption or Retirement of System Securities
12
5
Investments in Securities of Nonsystem Companies
12
6
Officers and Directors
13
7
Contributions and Public Relations
24
8
Service, Sales and Construction Contracts
25
9
Wholesale Generators and Foreign Utility Companies
25
10
Financial Statements and Exhibits
26
 
Signature
29



On November 30, 2004, AGL Resources Inc. acquired all the outstanding shares of NUI Corporation and its utility and nonutility subsidiaries (the "NUI Group"). This annual report on Form U5S reports on AGL Resources Inc. and its subsidiaries as of and for the year ended December 31, 2004. To the extent information is required by an item of Form U5S for transactions that occurred during 2004, information relating to the NUI Group is provided only for the period December 1, 2004 - December 31, 2004 during which the NUI Group was under the control of AGL Resources Inc. Responses to year-end information requirements in Form U5S include information relating to all subsidiaries of AGL Resources Inc., including the NUI Group.



Item 1 - SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2004


Tier
Name of Company
(add abbreviation used herein)
Number of CS
Owned
% of Voting Power
Issuer Book Value
Owner’s Book Value
Type of Business
(A)
             
 
AGL Resources Inc. (AGL Resources)
    
($918,694,447)
($918,694,447)
RHC
               
1
  
AGL Services Company
100
100%
($53,514,602)
($53,514,602)
SC
               
1
  
Atlanta Gas Light Company (AGLC)
55,352,415
100%
$685,830,627
$685,830,627
GU
2
    
AGL Rome Holdings, Inc.
100
100%
$1,248,967
$1,248,967
(B)
2
    
AGL Macon Holdings, Inc. *
100
100%
$100
$100
Inactive
               
1
  
Virginia Natural Gas, Inc. (VNG)
3,718
100%
$394,019,898
$394,019,898
GU
               
1
  
Chattanooga Gas Company (CGC)
10,000
100%
$111,995,454
$111,995,454
GU
                 
1
  
Georgia Natural Gas Company (GNG)
100
100%
$386,002
$386,002
N
2
    
TES, Inc. *
100
**
-
-
Inactive
2
    
SouthStar Energy Services LLC (SouthStar)
(C)
70%
$32,332,145
$32,332,145
(C)
1
  
Atlanta Gas Light Services, Inc. *
20
**
-
-
Inactive
1
  
Georgia Natural Gas Services, Inc. *
100
**
-
-
Inactive
               
1
  
AGL Investments, Inc. (AGLI)
1
100%
$19,411,936
$19,411,936
IHC
2
    
AGL Networks, LLC (AGL Networks)
(D)
100%
($6,883,647)
($6,883,647)
Exempt telecommunications company. Provides telecommunication conduit and dark fiber under long-term lease arrangements and offers telecommunications construction services
2
    
Sequent, LLC (Sequent)
100
100%
($1,309,004)
($1,309,004)
IHC
3
      
Sequent Energy Management, L.P. (SEM)
(E)
1%
$15,811,883
$15,811,883
Asset optimization, gas supply services, and wholesale marketing and risk management services
3
      
Sequent Energy Marketing, L.P. *
(F)
1%
-
-
Inactive
3
      
Sequent Holdings, LLC
(G)
100%
$2,349,667
$2,349,667
IHC
4
        
SEM
(E)
99%
-
-
Asset optimization, gas supply services, and wholesale marketing and risk management services
4
        
Sequent Energy Marketing, LP *
(F)
99%
-
-
Inactive
2
    
Southeastern LNG, Inc.
500
100%
$348,791
$348,791
(H)
2
    
Georgia Gas Company *
20
100%
-
-
Inactive
2
    
AGL Propane Services, Inc.
100
100%
$22,910,039
$22,910,039
N
2
    
AGL Energy Corporation
100
100%
($9,066)
($9,066)
N
2
    
Trustees Investments, Inc. (TI)
500
100%
$775,463
$775,463
Owns a residential and retail development in Savannah, GA, which is located on or adjacent to manufactured gas plant sites also owned by TI
2
    
Pivotal Energy Services, Inc. *
100
100%
($39,672)
($39,672)
Inactive
2
    
Pivotal Storage Inc.
1,000
100%
-
-
N
3
    
Pivotal Jefferson Island Storage & Hub, LLC
(I)
100%
$1,417,007
$1,417,007
N
2
    
Customer Care Services, Inc. (formerly known as Utilipro, Inc.) (J)
700,000
100%
($7,609,171)
($7,609,171)
N
2
    
Georgia Energy Company *
50
  
($92,626)
($92,626)
Inactive
2
    
Pinnacle LNG, Inc. *
100
100%
$94
$94
Inactive



Tier
Name of Company
(add abbreviation used herein)
Number of CS
Owned
% of Voting Power
Issuer Book Value
Owner’s Book Value
Type of Business
(A)
             
1
  
NUI Corporation
15,969,113
100%
$456,377,712
$456,377,712
N
2
  
NUI Utilities, Inc.
(K)
100%
$2,520
$2,520
GU
3
  
Elizabethtown Gas Company
(K)
100%
$3,510,265
$3,510,265
GU
3
  
Elkton Gas Services
(K)
100%
$83,580
$83,580
GU
3
  
Florida City Gas Company
(K)
100%
$74,506
$74,506
GU
2
  
NUI Capital Corp.
500
100%
($46,743)
($46,743)
F
3
  
NUI Energy Brokers, Inc.
1,000
100%
($61,633)
($61,633)
N
3
  
NUI Energy, Inc. *
1,500
100%
$76,744
$76,744
Inactive
3
  
NUI Energy Solutions, Inc.
1,000
100%
($1,216)
($1,216)
N
3
  
NUI International, Inc. *
1,000
100%
-
-
Inactive
4
  
NUI Hungary, Inc. *
(L)
99%
-
-
Inactive
5
  
HPMT, KFT *
**
100%
-
-
Inactive
4
  
NUI / Caritrade International LLC *
**
90%
-
-
N
3
  
NUI Sales Management, Inc.
100
100%
-
-
N
4
  
TIC Enterprises, LLC *
**
**
$28,422
$28,422
Inactive
3
  
NUI Service, Inc.
100
100%
-
-
N
3
  
OAS Group, Inc.
100
100%
-
-
N
3
  
Utility Business Services, Inc.
1,000
100%
$280,055
$280,055
N
2
  
Virginia Gas Company
100
100%
($120,628)
($120,628)
N
3
  
Virginia Gas Distribution Co.
75,000
100%
($5,175)
($5,175)
N
3
  
Virginia Gas Pipeline Co.
5,000
100%
$115,229
$115,229
N
3
  
Virginia Gas Storage Co.
38,200
100%
$20,549
$20,549
N
2
  
NUI Saltville Storage, Inc.
1,000
100%
$157,207
$157,207
N
3
  
Saltville Gas Storage Company, LLC
(M)
50%
-
-
N
2
  
NUI Storage, Inc.
1,000
100%
-
-
N
3
  
NUI Richton Storage, Inc.
1,000
100%
-
-
N
4
  
Richton Gas Storage Company, LLC
  
100%
-
-
N
1
  
AGL Capital Corporation (AGL Capital)
1,000
100%
$619,876,440
$619,876,440
F
2
    
AGL Capital Trust II
(K)
100%
($6,917)
($6,917)
F
2
    
AGL Capital Trust III (N)
**
**
-
-
Inactive
1
  
AGL Capital Trust I
(K)
100%
$2,387,853
$2,387,853
F
         
-
-
  
1
  
AGL Interstate Pipeline Company *
100
100%
-
-
Inactive
               
1
  
Global Energy Resource Insurance Corporation (GERIC)
100,000
100%
-
-
Captive insurance company underwrites multi-year excess liability insurance for AGL Resources
2
    
Energy Risk Insurance Services Corporation (ERISC) (O)
1,000
100%
-
-
Provides finite insurance program services to AGL Resources and its subsidiaries
                           
1
  
Pivotal Propane of Virginia, Inc.
100
100%
($18,534)
($18,534)
Formed to construct a facility for the storage and vaporization of propane in Virginia
               
1
  
AGL Peaking Services, Inc. *
100
100%
$1,462,924
$1,462,924
Inactive
               
1
  
AGL Resources Inc. Political Action Committee, Inc.
(P)
100%
N/A
N/A
NPE
               
1
  
AGL Resources Private Foundation, Inc.
(Q)
100%
N/A
N/A
NPE




Footnotes including descriptions of System Companies
*  Inactive as of December 31, 2004.
** Incorporated, but not organized, as of December 31, 2004.
(A)  
The following acronyms are used in Item 1: RHC - registered holding company; F - financing entity; GU - gas utility; N - non-utility; NPE - non-profit entity; IHC - intermediate holding company; and SC - service company.
(B)  
AGL Rome Holdings, Inc. sold its property in December 2003. The property was associated with a former manufactured gas plant in Rome, Georgia.
(C)  
SouthStar, a joint venture formed in 1998, markets retail natural gas and related services to industrial, commercial and residential customers, principally in Georgia. At the formation of SouthStar , GNG owned a 50% financial interest in SouthStar, a subsidiary of Piedmont Natural Gas Company owned a 30% interest and a subsidiary of Dynegy Holdings Inc. (Dynegy) owned the remaining 20%. On March 11, 2003, GNG purchased Dynegy’s 20% financial ownership interest in SouthStar in a transaction that for accounting purposes had an effective date of February 18, 2003. Upon closing, GNG owned a non-controlling 70% financial interest in SouthStar and Piedmont’s subsidiary owned the remaining 30%. Although GNG owns 70% of SouthStar, GNG does not have controlling interest and its voting power is 50%, as all matters of significance require the unanimous vote of SouthStar’s governing board. Based upon its market share, SouthStar is the largest retail marketer of natural gas in Georgia with a monthly year-to-date average of approximately 533,000 customers. This represents a market share of approximately 36% as of December 31, 2004. SouthStar operates under the trade name Georgia Natural Gas. GNG and SouthStar are “gas-related companies” under Rule 58 of the Public Utility Holding Company Act of 1935, as amended (the Act.) 
(D)  
As of December 31, 2004, AGLI held a 100% membership interest in AGL Networks. AGLI as sole owner of AGL Networks has 100% voting power. AGL Networks is an exempt telecommunication company under Section 34 of the Act.
(E)  
As of December 31, 2004, Sequent held a 1% general partnership interest in Sequent Energy Management, LP and Sequent Holdings, LLC held a 99% limited partnership interest in Sequent Energy Management, LP. The Sequent organization is a “gas-related company” under Rule 58 of the Act.
(F)  
As of December 31, 2004, Sequent held a 1% general partnership interest and Sequent Holdings, LLC held a 99% limited partnership interest in Sequent Energy Marketing, LP.
(G)  
As of December 31, 2004, Sequent held a 100% membership interest in Sequent Holdings, LLC. Sequent as sole owner of Sequent Holdings, LLC has 100% voting power.
(H)  
Southeastern LNG, Inc. sold its entire fleet of liquefied natural gas tankers in October 2003.
(I)  
Pivotal Jefferson Island Storage & Hub, LLC is a wholly-owned subsidiary of Pivotal Storage Inc.
(J)  
Effective March 2, 2001, AGL Resources sold substantially all the assets of Utilipro, Inc., which engaged in the sale of integrated customer care solutions and billing services to energy marketers in the United States. AGL Resources transferred assets and liabilities not included in the sale to Customer Care Services, Inc., with the final transfers being completed in 2003.
(K)  
NUI Utilities, Inc. is a wholly-owned subsidiary of NUI Corporation. NUI Utilities' operating divisions are comprised of Elizabethtown Gas Company (New Jersey), Florida City Gas Company (Florida) and Elkton Gas (Maryland).
(L)  
As of December 31, 2004, NUI International, Inc. held a 99% interest and 990 shares in NUI Hungary, Inc. with NUI Energy Brokers, Inc. holding a 1% interest and 10 shares in NUI Hungary, Inc.
(M)  
As of December 31, 2004, NUI Saltville Storage, Inc. held a 50% membership interest and 0.5 units in Saltville Gas Storage Company, LLC
(N)  
AGL Capital Trust I, AGL Capital Trust II and AGL Capital Trust III are Delaware statutory business trusts established for the purpose of issuing trust preferred securities. AGL Resources owns 100% of AGL Capital Trust I common stock, and AGL Capital Trust I owns AGL Resources 8.17% Junior Subordinated Deferrable Interest Debentures. AGL Capital owns 100% of AGL Capital Trust II’s common stock and AGL Capital Trust II owns AGL Capital 8% Junior Subordinated Deferrable Interest Debentures. AGL Capital Trust III exists for the exclusive purpose of issuing and selling its trust preferred securities and common securities, using the proceeds from the sale of these securities to acquire unsecured debt obligations of AGL Capital, and making distributions to the holders of trust preferred securities. As of the date hereof, no securities have been issued by AGL Capital Trust III.
(O)  
ERISC was incorporated as an international business company in the British Virgin Islands on May 20, 2003.
(P)  
The AGL Resources Inc. Political Action Committee, Inc., a Georgia non-profit corporation, collects and disburses political contributions from AGL Resources’ employees.
(Q)  
AGL Resources Private Foundation, Inc., a Georgia non-profit corporation, provides charitable contributions to qualified tax-exempt organizations in the communities in which AGL Resources operates.



Their were no system companies dissolved during 2004.

Investments in Unsecured Debt

Name of Company
(Issuer)
Owner
Description of Security Owned
Issuer’s Book Value
Owner’s Book Value
         
AGL Resources
AGL Capital Trust I
8.17% Junior Subordinated
Deferrable Interest Debentures
due June 1, 2037
$77,320,000
$77,320,000
AGL Capital
AGL Capital Trust II
8% Junior Subordinated Deferrable
Interest Debentures
due May 15, 2041
$154,639,175
$154,639,175



Investment in/borrowing from System Money Pool

Investment in money pool
  
 
AGL Rome Holdings, Inc.
$1,264,300
 
VNG
$34,237,797
 
AGLI
$23,241,435
 
SEM
$40,358,334
 
Southeastern LNG, Inc.
$357,234
 
Georgia Gas Company
$386,002
 
AGL Propane Services, Inc.
$31,766,669
 
TI
$1,427,646
 
TIC Enterprises
$1,577,786
 
Virginia Gas Distribution
$1,470,842
 
Virginia Gas Company
$12,814,385
 
Virginia Gas Pipeline
$15,147,039
 
Pinnacle LNG, Inc.
$90
 
AGL Capital
$701,178,918
 
Investment in money pool
$865,228,477
     
Less borrowings from money pool
  
 
AGL Services Company
$64,196,526
 
AGLC
$212,402,404
 
GNG
$48,132,756
 
CGC
$3,082,129
 
Sequent
$4,411,386
 
Sequent Holdings
$15,976
 
AGL Energy Corporation
$64,995
 
AGL Capital Trust II
$6,699,410
 
AGL Capital Trust I
$640,671
 
GERIC
$1,711,139
 
Pivotal Propane of Virginia, Inc.
$23,707,289
 
Customer Care Services, Inc.
$5,271,040
 
Pivotal Energy Services, Inc.
$75,315
 
Pivotal Jefferson Island
$81,393,688
 
AGL Peaking Services, Inc.
$2,413,931
 
NUI Corporation
$39,801,654
 
NUI Utilities
$4,534,338
 
Florida City Gas
$75,103,078
 
Elkton Gas
$6,843,692
 
Elizabethtown Gas Company
$262,271,961
 
NUI Capital
$5,284,407
 
Utilities Business Services, Inc.
$3,981,321
 
NUI Energy Brokers
$783,382
 
NUI Energy, Inc.
$535,069
 
NUI Energy Solutions
$230,754
 
NUI Saltville Storage, Inc.
$10,907,256
 
Virginia Gas Storage Co.
$732,910
 
Borrowings from money pool
$865,228,477
     
 
Total
0



Item 2 - ACQUISITIONS OR SALES OF UTILITY ASSETS

On November 30, 2004, AGL Resources Inc. acquired all the outstanding shares of NUI Corporation (NUI) for approximately $218 million, incurred $7 million of transaction costs and repaid $500 million of NUI’s outstanding short-term debt. At closing, NUI had $709 million in debt and approximately $109 million of cash on its balance sheet (including the return of an interest escrow balance), bringing the net value of the acquisition to approximately $825 million. In connection with the acquisition, we incurred $23 million in employee-related restructuring charges, which include $16 million in severance costs, $4 million in change in control payments to certain NUI executives and the NUI Board of Directors, and $3 million of employee retention and relocation costs.

NUI provided natural gas to approximately 367,000 residential, commercial and industrial customers in New Jersey, Virginia, Florida and Maryland. The acquisition significantly expands our existing natural gas utilities, storage and pipeline businesses.

We funded the purchase price with a portion of the proceeds from our November 2004 common stock offering and proceeds from short-term debt borrowings under our commercial paper program. Additionally, NUI Utilities, Inc., a wholly-owned subsidiary of NUI, had outstanding, at closing, $199 million of indebtedness pursuant to Gas Facility Revenue Bonds and $10 million in capital leases.

Commission order dated November 24, 2004, Holding Company Act Release No. 27917 (SEC File No. 70-10243) authorized AGL Resources' acquisition of NUI and its subsidiaries.



Item 3 - ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES

Intercompany debt issued in money pool transactions is reported under Item 1. In addition, the companies in the AGL Resources group issued securities as follows during 2004:

Dollars in millions
  
Year(s) Due
  
Int. rate as of Dec. 31, 2004
  
Outstanding as of Dec. 31, 2004
  
Short-term debt
              
Commercial paper (1)
    
2005
    
2.5
%
$
314
  
Sequent line of credit (2)
    
2005
    
2.5
    
18
  
Current portion of capital leases
    
2005
    
4.9
    
2
  
Total short-term debt (3)
          
2.5
%
$
334
  
Long-term debt - net of current portion
                    
Medium-Term notes
                    
Series A
    
2021
    
9.1
%
$
30
  
Series B
    
2012-2022
    
8.3-8.7
    
61
  
Series C
    
2014-2027
    
6.6-7.3
    
117
  
Senior Notes (4)
    
2011-2013
    
4.5-7.1
    
975
  
Gas facility revenue bonds, net of unamortized issuance costs
    
2022-2033
    
1.9-6.4
    
199
  
Notes payable to Trusts (5) (6)
    
2037-2041
    
8.0-8.2
    
232
  
Capital leases
    
2013
    
4.9
    
8
  
AGL Capital interest rate swaps
    
2011-2041
    
3.6-5.2
    
1
  
Total long-term debt (3)
          
6.0
%
$
1,623
  
Total short-term and long-term debt (3)
          
5.4
%
$
1,957
  
(1)  
The daily weighted average rate was 1.6%. The highest balance during 2004 was $578 million and occurred on November 30, 2004.
(2)  
The daily weighted average rate was 2.0%. The highest balance during 2004 was $19 million and occurred on December 8, 2004.
(3)  
The weighted average interest rate excludes capital leases but includes interest rate swaps, if applicable
(4)  
AGL Resources guarantees payment of AGL Capital’s senior notes subject to terms and conditions of the following Guarantees:
·  
$300 million 7.125% dated March 1, 2001. The maturity date is January 2011
·  
$225 million 4.45% dated July 2, 2003. The maturity date is April 2013.
·  
$250 million 6.0% dated September 27, 2004. The maturity date is October 2034.
·  
$200 million 4.95% dated December 20, 2004. The maturity date is January 2015.
(5)  
AGL Resources guarantees payment of AGL Capital Trust I and II’s Notes payable to Trusts subject to terms and conditions of the following Guarantees:
·  
$75 million 8.17% dated June 11, 1997
·  
$150 million 8.0% dated May 21, 2001
(6)  
Includes an asset of approximately $7 million representing AGL Resources’ investment in the Trusts.

Short-term Debt

The short-term debt issued by the AGL Resources' group companies during 2004 consisted of borrowings under AGL Resources' commercial paper program, borrowings by AGL Resources from banks under a credit facility, and line of credit borrowings by Sequent and SouthStar as described more fully below

Commercial paper In September 2004, AGL Capital Corporation amended its credit facility that supports its commercial paper program (Credit Facility). Under the terms of the amendment, the Credit Facility has been extended from May 26, 2007 to September 30, 2009. The aggregate principal amount available under the Credit Facility has been increased from $500 million to $750 million and the cost of borrowing has been decreased relative to the prior credit agreements. In addition, AGL Capital Corporation’s option to increase the aggregate cumulative principal amount available for borrowing on not more than one occasion during each calendar year during the term of the Credit Facility has been increased from $200 million to $250 million.

Sequent line of credit In June 2004, Sequent’s $25 million unsecured line of credit was extended to July 2005. This unsecured line of credit is used solely for the posting of exchange deposits and is unconditionally guaranteed by AGL Resources Inc. This line of credit bears interest at the federal funds effective rate plus 0.5%.

SouthStar line of credit In April 2004, SouthStar amended its $75 million revolving line of credit, which is used to meet seasonal working capital needs, to expire in April 2007. This line of credit is not guaranteed by AGL Resources Inc. At December 31, 2004, there were no amounts outstanding under this facility.

Long-term Debt

Senior Notes In September 2004, AGL Resources, through AGL Capital, issued $250 million in Senior Notes with a maturity date of October 1, 2034. The Senior Notes have an interest rate of 6.0% payable on April 1 and October 1 of each year, beginning April 1, 2005 with interest accruing from September 27, 2004.

In December 2004, AGL Resources, through AGL Capital, issued $200 million in Senior Notes with a maturity of January 15, 2015. The Senior Notes have an interest rate of 4.95% payable on January 15 and July 15 of each year, beginning July 15, 2005 with interest accruing from December 20, 2004. AGL Resources used the net proceeds from the Senior Notes to repay commercial paper and for general corporate purposes.

The securities issued by AGL Resources were authorized under Commission orders dated October 5, 2000 (HCAR No. 27243) and April 1, 2004 (HCAR No. 27828). The securities issued by Sequent and SouthStar were used to finance the existing businesses of such nonutility subsidiaries and were authorized under Rule 52.

Interest rate swaps To maintain an effective capital structure, it is our policy to borrow funds using a mix of fixed-rate debt and variable-rate debt. We have entered into interest rate swap agreements through our wholly owned subsidiary, AGL Capital Corporation (AGL Capital), for the purpose of hedging the interest rate risk associated with our fixed-rate and variable-rate debt obligations.

In the third quarter of 2004, in anticipation of our $250 million Senior Note offering, we executed two treasury lock derivative instruments totaling $200 million to hedge our exposure to the potential increase in interest rates. These derivative instruments locked in a 10-year U.S. treasury rate of 4.45%. The rate on the 10-year treasury notes declined subsequent to the execution of these instruments and the pricing of our senior notes was set on a U.S. treasury rate of 4.81%. As a result, we terminated these derivative instruments and made an $8 million settlement payment to our counterparties, which we will amortize over the next 10 years through interest expense. The termination added approximately 30 basis points to the interest rate of our 6% Senior Notes.



Item 4 - ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES

In 2004, our $480 million of net short-term debt payments included the repayment of $500 million outstanding under NUI’s credit facilities. Upon the repayment of the outstanding amounts, we terminated NUI’s credit facilities. During 2004, we also made $82 million in Medium-Term note payments using proceeds from the borrowings under our commercial paper program. Additionally, NUI Utilities, Inc., a wholly owned subsidiary of NUI had outstanding at closing $199 million of indebtedness pursuant to Gas Facility Revenue Bonds and $10 million in capital leases, of which $2 million is reflected as current.

Item 5 - INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES

None for 2004.




Item 6 - OFFICERS AND DIRECTORS

Part I.
Information regarding the officers and directors of AGL Resources organized and active system companies and investments is set forth below as of March 31, 2005. Additional information is set forth in the Proxy Statement of AGL Resources distributed in connection with the 2005 Annual Meeting of Shareholders and AGL Resources' Annual Report on Form 10-K for the year ended December 31, 2004, each of which is incorporated herein by reference.

Unless specified otherwise, the principal business address for all system company officers and directors is Ten Peachtree Place, Atlanta, GA 30309.

 
AGL Resources
AGSC
AGLC
AGL Rome Holdings, Inc.
H. Bryan Batson
SVP
  
SVP
  
Thomas D. Bell, Jr.
D
      
Jeffrey P. Brown
AGC, VP
AGC, VP
AGC, VP
  
Ralph Cleveland
SVP
SVP
SVP
  
Myra Coleman
CS
CS
CS
CS
Charles R. Crisp
D
      
John W. Ebert
EVP
      
Michael J. Durham
D
      
Andrew W. Evans
T, VP
T, VP
T, VP
T, VP
Jodi Gidley
VP
      
Dana A. Grams
SVP
      
Arthur E. Johnson
D
      
Kristin M. Kirkconnell
CIO, VP
      
Wyck A. Knox, Jr.
D
      
Catherine Land-Waters
SVP
      
Ronald Lepionka
VP, CA
      
Steven A. Lindsey
VP
      
Henry P. Linginfelter
SVP
      
Dennis M. Love
D
      
Kevin P. Madden
EVP
  
C, CEO, D
  
Richard T. O’Brien
CFO, EVP, PAFO
CFO, D, EVP
CFO, D, EVP
D
Melanie M. Platt
SVP
      
Elizabeth W. Reese
VP
      
D. Raymond Riddle
D
      
Paula Rosput Reynolds
C, CEO, D, P, PEO
D, P
D
D, P
Eugene V. Rozgonyi, Jr.
CRO, VP
      
James A. Rubright
D
      
Bryan E. Seas
Ctr, VP
      
Paul R. Shlanta
CCO, GC, SVP
GC, D, SVP
D, GC, SVP
D, SVP, GC
Suzanne Sitherwood
SVP
P, COO
P, COO
  
R. Lindsay Thomas
SVP
      
Felker W. Ward, Jr.
D
      
Harriette Watkins
VP
      
Bettina M. Whyte
D
      
Henry C. Wolf
D
      





 
VNG
CGC
GNG
SouthStar
Mike Braswell
817 West Peachtree Street
Atlanta, Georgia 30308
      
P
Myra Coleman
CS
CS
  
CS
Robert Duvall
VP
      
Andrew W. Evans
T, VP
T, VP
T, VP
REC
John Jamieson
817 West Peachtree Street
Atlanta, Georgia 30308
      
VP
Steve Lindsey
2207 Olan Mills Drive
Chattanooga, Tennessee 37421
  
VP
    
Henry P. Linginfelter
5100 East Virginia Beach Blvd
Norfolk, Virginia 23502
D, P
      
Kevin P. Madden
C, CEO, D
C, CEO, D
    
Joseph Monroe
817 West Peachtree Street
Atlanta, Georgia 30308
      
VP
Michael Nieman
817 West Peachtree Street
Atlanta, Georgia 30308
      
VP
Richard T. O’Brien
D
D
CFO, D, EVP
  
Paula Rosput Reynolds
D
D
D, P
  
Eugene V. Rozgonyi
      
REC
Paul R. Shlanta
GC. D, SVP
GC, D, SVP
CS, D, SVP
  
Suzanne Sitherwood
P, COO
      
Catherine Land-Waters
      
REC




 
AGLI
AGL Networks
Sequent
SEM
Sequent Holdings, LLC
Jeffrey P. Brown
  
VP
      
Myra Coleman
CS
CS
CS
CS
CS
Harry M. Collins
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX  77002
    
ACS, GC, VP
ACS, GC, VP
ACS, GC, VP
Andrew W. Evans
T, VP
T, VP
ACS, T, VP
ACS, T, VP
ACS, T, VP
Richard Fehl
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX  77002
  
COO, EVP
      
Robert M. Flavin
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX  77002
    
EVP
EVP
EVP
James Gillis
  
VP
      
Darilyn R. Jones
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX 77002
    
VP
VP
VP
Marshall D. Lang
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX 77002
    
VP
VP
VP
Scott E. Maddox
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX 77002
    
VP
VP
VP
Richard T. O’Brien
CFO, D, EVP
D
CEO
CEO
CEO, CM
Paula Rosput Reynolds
D, P
D, P
    
CM
Randall T. Rimmer
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX 77002
    
VP, Ctr
VP, Ctr
VP, Ctr
Douglas N. Schantz
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX  77002
    
P
P
P
Paul R. Shlanta
GC, D, SVP
GC, D, SVP
GC, SVP
GC, SVP
CM, GC, SVP
Patrick J. Strange
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX  77002
    
VP
VP
VP
Peter I. Tumminello
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX  77002
    
VP
VP
VP




 
Southeastern LNG, Inc.
AGL Propane Services, Inc.
AGL Energy Corporation
TI
Customer Care Services, Inc.
Linda S. Bubacz
300 Delaware Avenue
9th Floor
Wilmington, DE 19801
  
AT
      
Myra Coleman
CS
CS
CS
CS
CS
Harry M. Collins
ACS, VP
        
Joan L. Dobrzynski
300 Delaware Avenue
9th Floor
Wilmington, DE 19801
  
D
      
Andrew W. Evans
T, VP
    
T, VP
T, VP
Robert M. Flavin
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX  77002
EVP
        
Dana A. Grams
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX  77002
VP
        
Charles D. McKibben
  
ACS, D, T
ACS, D, T
    
Richard T. O’Brien
CEO, D
CFO, EVP
CFO, EVP
D
D
Lisa M. Oakes
300 Delaware Avenue
9th Floor
Wilmington, DE 19801
    
AT
    
Paula Rosput Reynolds
D
    
D, P
D, P
Douglas N. Schantz
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX  77002
P
        
Paul R. Shlanta
GC, D, SVP
D, P
D, P
GC, D, SVP
GC, D, SVP
Darryl E. Smith
300 Delaware Avenue
9th Floor
Wilmington, DE 19801
    
AT, D
    
Patrick J. Strange
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX  77002
VP
        




 
AGL Capital
GERIC
ERISC
AGL Resources Inc. Political Action Committee, Inc.
Andrew W. Evans
VP
      
Codan Management (5)
Romasco Place
Wickhams Cay I
P.O. Box 3140
Road Town, Tortola
British Virgin Islands
  
S
S
  
Myra Coleman
CS
      
Paul E. Edgar
Romasco Place
Wickhams Clay 1
PO Box 3140
Road Town, Tortola
British Virgin Islands
    
D
  
Ken Emerson
Romasco Place
Wickhams Clay 1
PO Box 3140
Road Town, Tortola
British Virgin Islands
    
VP
  
Richard G. Gilmore
2325-B Renaissance Drive
Las Vegas, NV 89119
AT, D
      
Bart Gobeil
      
CS, T
Darryl Hick
      
D
Kristine Eppes
2325-B Renaissance Drive
Las Vegas, NV 89119
ACS
      
Charles D. McKibben
D, T
      
Richard W. Moore
      
ACS, AT, D
Murray Nicol
  
D
    
James Nelson
Romasco Place
Wickhams Clay 1
PO Box 3140
Road Town, Tortola
British Virgin Islands
    
D
  
Richard T. O’Brien
        
Eugene V. Rozgonyi, Jr.
  
D, T, VP
    
Paul R. Shlanta
D, P
D, P
P
  
Brett Stovern
AT
      
R. Lindsay Thomas
      
D, P
Scott Tucker
    
D, VP
  
Paul I. Wagner
  
D, VP
VP
  



 
AGL Resources Private Foundation, Inc.
Pivotal Propane of Virginia, Inc.
Jefferson Island Storage & Hub, L.L.C.
Jeffrey P. Brown
    
S
Staci Bush
AS, D
    
Myra Coleman
  
CS
  
John W. Ebert
  
ACS, VP
EVP
Andrew W. Evans
D, T
ACS, T, VP
ACS, T, VP
Dana A. Grams
D
SVP
SVP
David Jewell
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX  77002
  
VP
VP
Henry P. Linginfelter
5100 East Virginia Beach Blvd
Norfolk, Virginia 23502
D
    
Kevin P. Madden
    
P, D
Richard T. O’Brien
  
D
D
Melanie M. Platt
C, D
    
Paula Rosput Reynolds
P
D
C, D
Bryan E. Seas
    
VP, Ctr, ACS
Paul R. Shlanta
  
GC, D, SVP
  
Suzanne Sitherwood
D
    
R. Lindsay Thomas
D
    
Dat T. Tran 
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX  77002
    
AS
Harriette D. Watkins
AC, D, S
    


 
NUI Capital Corp.
NUI / Caritrade International, LLC
NUI Corporation
NUI Energy Brokers, Inc.
         
Myra Coleman
CS
CS
CS
CS
Andrew W. Evans
T, VP
T, VP
T, VP
T, VP
Kevin P. Madden
  
P, D
P, D
  
Richard T. O’Brien
EVP, CFO, D
EVP, CFO
EVP, CFO, D
EVP, CFO, D
Paula Rosput Reynolds
P, D
D
D
P, D
Paul R. Shlanta
SVP, GC, D
SVP, GC
SVP, GC, D
SVP, GC, D



 
NUI Energy, Inc.
NUI Energy Solutions, Inc.
NUI Hungary, Inc.
NUI International, Inc.
         
Myra Coleman
CS
CS
CS
CS
Andrew W. Evans
T, VP
T, VP
T, VP
T, VP
Kevin P. Madden
P, D
P, D
P, D
P, D
Richard T. O’Brien
EVP, CFO, D
EVP, CFO, D
EVP, CFO, D
EVP, CFO, D
Paula Rosput Reynolds
D
D
D
D
Paul R. Shlanta
SVP, GC, D
SVP, GC, D
SVP, GC, D
SVP, GC, D


 
NUI Richton Storage, Inc.
NUI Sales Management, Inc.
NUI Saltville Storage, Inc.
NUI Service, Inc.
         
Myra Coleman
CS
CS
CS
CS
John W. Ebert
EVP
  
EVP
  
Andrew W. Evans
T, VP
T, VP
T, VP
T, VP
Kevin P. Madden
P, D
P, D
P, D
P, D
Richard T. O’Brien
EVP, CFO, D
EVP, CFO, D
EVP, CFO, D
EVP, CFO, D
Charles Rawson
955 25th St.
Hialeah, FL 33013
      
VP
Paula Rosput Reynolds
D
D
D
D
Paul R. Shlanta
SVP, GC, D
SVP, GC, D
SVP, GC, D
SVP, GC, D


 
NUI Storage, Inc.
NUI Utilities, Inc.
OAS Group, Inc.
Pinnacle LNG, Inc.
         
Myra Coleman
CS
CS
CS
CS
John W. Ebert
EVP
      
Andrew W. Evans
T, VP
T, VP
T, VP
T, VP
M. Patricia Keefe
1085 Morris Avenue
Union, NJ 07083
  
ACS
    
Henry P. Linginfelter
5100 East Virginia Beach Blvd
Norfolk, Virginia 23502
  
P
    
Kevin P. Madden
P, D
P, D
P, D
  
Eric Martinez
  
VP, GM
    
Richard T. O’Brien
EVP, CFO, D
EVP, CFO, D
EVP, CFO, D
D
Charles Rawson
955 25th St.
Hialeah, FL 33013
  
VP
    
Paula Rosput Reynolds
D
D
D
P, D
Paul R. Shlanta
SVP, GC, D
SVP, GC, D
SVP, GC, D
SVP, GC, D
Suzanne Sitherwood
  
P
    
Brett A. Stovern
  
AT
    
Green L. Smith
  
M
    



 
Pivotal Energy Services, Inc.
Pivotal Jefferson Island Storage & Hub, LLC
Pivotal Storage, Inc.
Richton Gas Storage Company, LLC
         
Jeffrey P. Brown
  
S
S
  
Myra Coleman
CS
    
CS
Harry M. Collins
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX  77002
VP, GC, ACS
      
John W. Ebert
  
EVP
EVP
EVP
Andrew W. Evans
T, VP, ACS
T, VP, ACS
T, VP, ACS
T, VP
Robert M. Flavin
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX  77002
EVP
      
Dana A. Grams
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX  77002
  
SVP
SVP
  
David Jewell
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX  77002
  
VP
VP
  
Kevin P. Madden
  
P, D
P, D
P, D
Richard T. O’Brien
CEO, D
D
D
EVP, CFO, D
Charles Rawson
955 25th St.
Hialeah, FL 33013
        
Paula Rosput Reynolds
D
C, D
D
D
Douglas N. Schantz
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX  77002
P
      
Bryan E. Seas
  
VP, T, ACS
VP, Ctr. ACS
  
Paul R. Shlanta
SVP, GC, D
    
SVP, GC, D
Patrick J. Strange
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX  77002
VP
      
Dat T. Tran
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX  77002
  
ACS
ACS
  



 
Saltville Gas Storage Company LLC
Southeastern LNG, Inc.
T.I.C. Enterprises, LLC
Utility Business Services, Inc.
         
Myra Coleman
CS
CS
CS
CS
Harry M. Collins
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX  77002
  
VP, ACS
    
John W. Ebert
EVP
      
Andrew W. Evans
T, VP
T, VP
T, VP
T, VP
Robert M. Flavin
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX  77002
  
EVP
    
Kristin M. Kirkconnell
      
VP
Kevin P. Madden
P
  
P, D
P, D
Richard T. O’Brien
EVP, CFO
CEO, D
EVP, CFO, D
EVP, CFO, D
Paula Rosput Reynolds
  
D
D
D
Douglas N. Schantz
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX  77002
  
P
    
Paul R. Shlanta
SVP, GC
SVP, GC, D
SVP, GC, D
SVP, GC, D
Patrick J. Strange
Two Allen Center
1200 Smith Street, Suite 900
Houston, TX  77002
  
VP
    


 
Virginia Gas Company
Virginia Gas Distribution Company
Virginia Gas Pipeline Company
Virginia Gas Storage Company
         
Myra Coleman
CS
CS
CS
CS
Robert Duvall
  
VP
    
John W. Ebert
EVP
  
EVP
EVP
Andrew W. Evans
T, VP
T, VP
T, VP
T, VP
Henry P. Linginfelter
5100 East Virginia Beach Blvd
Norfolk, Virginia 23502
  
P
    
Kevin P. Madden
P, D
D
P, D
P, D
Richard T. O’Brien
EVP, CFO, D
EVP, CFO, D
EVP, CFO, D
EVP, CFO, D
Paula Rosput Reynolds
D
D
D
D
Paul R. Shlanta
SVP, GC, D
SVP, GC, D
SVP, GC, D
SVP, GC, D


AGC - Associate General Counsel
ACS - Assistant Corporate Secretary
AC - Assistant Chairman
AS - Assistant Secretary
AT - Assistant Treasurer
C - Chairman
CA - Chief Auditor
CAO - Chief Administrative Officer
CCO - Chief Compliance Officer
CEO - Chief Executive Officer
CFO - Chief Financial Officer
CIO - Chief Information Officer
CM - Committee Member
COO - Chief Operating Officer
CRO - Chief Risk Officer
CS - Corporate Secretary
Ctr - Controller
D - Director
EVP - Executive Vice President
GC - General Counsel
GM - General Manager
IDIA - Interim Director of Internal Audit
MC - Member of Management Committee
P - President
PAFO - Principal Accounting and Financial Officer
PEO - Principal Executive Officer
REC - Representative to Executive Committee
S - Secretary
SVP - Senior Vice President
T - Treasurer
VP - Vice President


Part II.
Banking and Financial Affiliations of Officers and Directors

Name of Officer or Director
(1)
Name and Location of Financial Institution
(2)
Position Held in Financial Institution
(3)
Applicable Exemption Rule
(4)
Thomas D. Bell, Jr.
Credit Suisse Group
Director
See explanation immediately following table.
Thomas D. Bell, Jr.
Credit Suisse First Boston (USA), Inc.
Director
See explanation immediately following table.
Wyck A. Knox, Jr.
NBank Corp.
Director
Rule 70(a)
Wyck A. Knox, Jr.
NBank N.A.
Director
Rule 70(a)
Dennis M. Love
SunTrust Bank
Georgia Advisory Board Director
Rule 70(b)

On July 29, 2003, Mr. Thomas D. Bell, Jr., was appointed to AGL Resources’ board of directors (the “Board”). In July, 2003, Credit Suisse First Boston (USA), Inc. (“CSFB”), a wholly-owned subsidiary of Credit Suisse Group (“Credit Suisse”), served as co-managing underwriter for a public offering of debt securities issued by AGL Capital Corporation, a subsidiary of AGL Resources. Mr. Bell is a director of both CSFB and Credit Suisse.

The Staff of the SEC has from time to time granted dispensation under Rule 70 of the Act for certain technical violations of Rule 70, and the Company had expected to obtain such a dispensation in the case of Mr. Bell on the grounds that the public offering in which CSFB served as co-managing underwriter was completed prior to Mr. Bell becoming a director, Mr. Bell had no involvement in the offering, his appointment as a director of the Company was unrelated to his affiliation with Credit Suisse and CSFB, and under Rule 70(b)(4) of the Act it would be permissible for Mr. Bell to be a director commencing in July of 2004. However, the Staff of the SEC recently informed the Company that it would not grant any dispensation for Mr. Bell to continue his service on the Board between April 2004 and July of 2004.

At the 2004 annual meeting of shareholders held on April 28, 2004, Ms. Rosput announced that as a result of the SEC’s decision, Mr. Bell has resigned from the Board and that, if elected at the annual meeting of shareholders, he would be required to decline to serve as a director because of the Rule 70 issue. In light of the fact that Mr. Bell received more than enough votes to be re-elected to the Company’s Board and that, under Rule 70, Mr. Bell became eligible to join the Company’s Board in July 2004, the Company’s board of directors chose to leave the seat previously held on the Board by Mr. Bell vacant. Mr. Bell was invited to re-join the Board in July, 2004 when he first became eligible pursuant to Rule 70(b)(4). Mr. Bell was re-elected at the 2005 annual meeting of shareholders on April 27, 2005.

Part III.
Information regarding directors and certain executive officers’ compensation, ownership of AGL Resources’ common stock, and participation in bonus and profit-sharing arrangements and other benefits is set forth in the Proxy Statement of AGL Resources distributed in connection with the 2005 Annual Meeting of Shareholders and AGL Resources' Annual Report on Form 10-K for the year ended December 31, 2004, each of which is incorporated herein by reference.




Item 7 - CONTRIBUTIONS AND PUBLIC RELATIONS

(a)  
Payments to any political party, candidate for public office or holder of such office, or any committee or agent therefore.

AGL Resources has established a political action committee and has incurred certain costs in the administration of this committee in accordance with the provisions of the Federal Election Campaign Act, and the regulations thereunder, and the Public Utility Holding Company Act. Other than permitted contributions made by the political action committee, AGL Resources and its subsidiaries made no payments or contributions to any political party, candidate for public office or holder of such office or any committee or agent therefore during 2004, other than those made through the political action committee.

(b)  
Payments to any citizens group or public relations counsel.

There were no payments to citizens groups or public-relations counsels during 2004.



Item 8 - SERVICE, SALES AND CONSTRUCTION CONTRACTS


Part I
Transaction
Serving Company
Receiving Company
Compensation Paid in 2004 to Receiving Company
(thousands)
Gas procurement, scheduling and other
Sequent
AGLC
$246
Gas procurement, scheduling and other
Sequent
VNG
$232
Gas procurement, scheduling and other
Sequent
CGC
$182
Gas procurement, scheduling and other
Sequent
AGL Networks
$19
Gas Transmission and Storage Management
Sequent
VNG (a)
**
Gas Transmission and Storage Management
Sequent
CGC (a)
**
Gas Transmission and Storage Management
Sequent
AGLC (a)
**

(a)  
The Receiving Company makes available idle or underutilized gas transportation and storage capacity for use by the Serving Company, as agent for the Receiving Company, in return for which the Serving Company pays for costs incurred and shares the profits with the Receiving Company in accordance with approval by the appropriate state commissions.

** 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.

Part II. Not applicable.

Part III. None.


Item 9 - WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES

Not applicable.




Item 10 - FINANCIAL STATEMENTS AND EXHIBITS

A.1
AGL Resources Inc. Annual Report to Shareholders for the year ended December 31, 2004 is provided as Exhibit A.1 under Form SE.

A.2
AGL Resources Inc. Annual Report on Form 10-K for the year ended December 31, 2004 as filed with the Securities and Exchange Commission on February 15, 2005, SEC File No. 001-14174.

A.3
AGL Resources Inc. Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 for the 2005 annual meeting of shareholders as filed with the Securities and Exchange Commission on March 21, 2005, SEC File No. 001-14174.

B
Exhibit B omitted by permission of the staff.

C.1
Indenture dated as of May 21, 2001 by and among AGL Capital Corporation, AGL Resources Inc. and The Bank of New York, as trustee (Exhibit 4.2 to the AGL Resources Registration Statement on Form S-3, SEC File No. 333-60248).

C.2
Indenture dated February 20, 2001 by and among AGL Capital Corporation, AGL Resources Inc. and The Bank of New York, as trustee (Exhibit 4.2 to the AGL Resources Inc. Registration Statement on Form S-3, SEC File No. 333-53020).

C.3
Indenture dated June 11, 1997 by and between AGL Resources and The Bank of New York, as trustee (Exhibit 4.1 to the AGL Resources Registration Statement on Form S-4, SEC File No. 333-34483).

C.4
Indenture, dated as of December 1, 1989, between AGLC and Bankers Trust Company, as Trustee (Exhibit 4(a), AGLC Registration Statement on Form S-3, SEC File No. 33-32274).

C.5
Guarantee, dated as of March 1, 2001. AGL Resources guarantees payment of AGL Capital’s 7 1/8 % Senior Notes subject to the terms and conditions of this guarantee (Exhibit C.5, AGL Resources Form U5S for the Transition Period from October 1, 2001 To December 31, 2001 and Calendar 2002, SEC File No. 030-00336).

C.6
Trust Preferred Securities Guarantee Agreement, dated as of May 21, 2001, between AGL Resources and The Bank of New York as trustee for the benefit of the Holders of the Trust Preferred Securities of AGL Capital Trust (Exhibit C.6, AGL Resources Form U5S for the Transition Period from October 1, 2001 To December 31, 2001 and Calendar 2002, SEC File No. 030-00336).

C.7
Series A Capital Securities Guarantee Agreement, dated as of June 11, 1997, between AGL Resources and The Bank of New York as Capital Securities Guarantee Trustee (Exhibit C.7, AGL Resources Form U5S for the Transition Period from October 1, 2001 To December 31, 2001 and Calendar 2002, SEC File No. 030-00336).

C.8
Common Securities Guarantee Agreement, dated as of June 11, 1997, for the benefit of the Holders of the Common Securities of AGL Capital Trust I (Exhibit C.8, AGL Resources Form U5S for the Transition Period from October 1, 2001 To December 31, 2001 and Calendar 2002, SEC File No. 030-00336).

C.9
Guarantee, dated as of July 2, 2003.  AGL Resources guarantees payment of AGL Capital’s 4.45 % Senior Notes subject to the terms and conditions of this guarantee (Exhibit C.9, AGL Resources Inc. Form U5-S for the year ended December 31, 2003).  Submitted pursuant to request for confidential treatment.

C.10
Guarantee of AGL Resources Inc. dated as of September 27, 2004 regarding the AGL Capital Corporation 6.00% Senior Note due 2034 (Exhibit 4.3, AGL Resources Inc. Form 8-K dated September 22, 2004).

C.11.
Guarantee of AGL Resources Inc. dated as of December 20, 2004 regarding the AGL Capital Corporation 4.95% Senior Note due 2015 (Exhibit 4.3, AGL Resources Inc. Form 8-K dated December 15, 2004).

D
Tax Allocation Agreement (Exhibit M-1 to the AGL Resources Form U-1/A filed with the SEC on December 19, 2003).

E.1
AGLC Annual Report on FERC Form 2 for the year ended December 31, 2004 as filed with the Georgia Public Service Commission is provided under Form SE.

E.2
VNG Annual Report on FERC Form 2 for the year ended December 31, 2004 as filed with the Virginia State Corporation Commission is provided under Form SE.

E.3
CGC Annual Report on FERC Form 2 for the year ended December 31, 2004 as filed with the Tennessee Regulatory Authority is provided under Form SE.

E.4
VNG Annual Informational Filing for the year ended December 31, 2004 as filed with the Virginia State Corporation Commission is provided under Form SE.

E.4.A
VNG Annual Informational Filing for the year ended December 31, 2003, as amended, as filed with the Virginia State Corporation Commission is provided under Form SE.

E.5
Chart of Accounts for AGL Resources system companies, as of December 31, 2004, pursuant to Rule 26.

F.1a
AGL Resources Consolidating Balance Sheets as of December 31, 2004.

F.1b
AGL Resources - Distribution Operations Consolidating Balance Sheets as of December 31, 2004.

F.1c
AGL Resources - Wholesale Services Consolidating Balance Sheets as of December 31, 2004 are submitted pursuant to request for confidential treatment.

F.1d
AGL Resources - Energy Investments Consolidating Balance Sheets as of December 31, 2004 are submitted pursuant to request for confidential treatment.

F.1e
AGL Resources - Corporate Consolidating Balance Sheets as of December 31, 2004 are submitted pursuant to request for confidential treatment.

F.2
AGL Resources and Subsidiaries Utility Plant Balances as of December 31, 2004 are submitted pursuant to request for confidential treatment.

F.3a
AGL Resources Consolidating Statements of Income for Calendar the year ended December 31, 2004.

F.3b
AGL Resources - Distribution Operations Consolidating Statements of Income for the year ended December 31, 2004.

F.3c
AGL Resources - Wholesale Services Consolidating Statements of Income for the year ended December 31, 2004 are submitted pursuant to request for confidential treatment.

F.3d
AGL Resources - Energy Investments Consolidating Statements of Income for the year ended December 31, 2004 are submitted pursuant to request for confidential treatment.

F.3e
AGL Resources - Corporate Consolidating Statements of Income for the year ended December 31, 2004 are submitted pursuant to request for confidential treatment.

F.4
AGL Resources and Subsidiaries Consolidating Statements of Retained Earnings for the year ended December 31, 2004 are submitted pursuant to request for confidential treatment.

F.5
AGL Resources and Subsidiaries Consolidating Statements of Cash Flows for the year ended December 31, 2004 are submitted pursuant to request for confidential treatment.

G
Not applicable.

H Not applicable.




SIGNATURE

Each undersigned system company has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935. The signature of each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.

 
/s/ Bryan E. Seas
 
AGL Resources Inc.
Vice President and Controller
 
(Signature and printed name and title of signing officer)
Date: May 2, 2005