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 June 30, 2001
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
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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
2
ITEM 1 - ORGANIZATION CHART
Name of Reporting Company Energy or Gas Date of Organization State of % of Voting Nature of
Related Company Incorporation Securities Held Business
AGL Resources Inc.
Sequent Energy Management, LLC Energy related July 31, 1996 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, LLC ("Sequent"), formerly AGL Energy Services,
Inc., is an asset optimization 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 related services.
(c) AGL Peaking Services, Inc. ("AGL Peaking") owns a 50% interest 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. ("AGCS") markets appliance warranty contracts
and energy-related consumer services.
(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.
* These companies were inactive during the reporting period ended June 30,
2001.
ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
None
3
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 Costs Indirect Cost of Total Amount
Rendering Services Receiving Service (f) Rendered Charged Costs Charged Capital Billed
Sequent Atlanta Gas Light Gas supply management
Company services $109.2 $48.9 $0 $158.1
Sequent Chattanooga Gas Company Gas supply management
services $ 90.4 $ 1.9 $0 $ 92.3
Sequent Virginia Natural Gas, Gas supply management
Inc. services $ 99.9 $ 8.2 $0 $108.1
(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 Costs Indirect Cost of Total Amount
Rendering Services Receiving Service Rendered Charged Costs Charged Capital Billed
AGSC Sequent Support (g) $980.2 $58.8 $6.2 $1,045.2
AGSC GNG Support (h) $ 55.5 $41.7 $6.5 $ 103.7
(g) Sequent receives support services (i.e. accounting, marketing, 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.
4
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
Investments in energy-related companies (in thousands):
Total consolidated capitalization of AGL Resources as of June 30, 2001 $2,044,405.7 Line 1
Total capitalization multiplied by 15% (Line 1 multiplied by 0.15) 306,660.9 Line 2
Greater of $50 million or line 2 306,660.9 Line 3
Total current aggregate investment:
(categorized by major line of energy-related business)
Sequent 2,388.8
Energy Wise 79.5
AGCS (71.0)
AGL Peaking 3,661.0
Total current aggregate investment 6,058.3 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) 300,602.6
Investments in gas-related companies (in thousands):
Total current aggregate investment:
(categorized by major line of gas-related business)
GNG 16,090.4
Total current aggregate investment 16,090.4 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) 290,570.5
ITEM 5 - OTHER INVESTMENTS
Major Line of Other Investment in Last Other Investment in this Reason for Difference in
Energy-Related Business U-9C-3 Report U-9C-3 Report Other Investment
None
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
Exhibit I - Balance Sheet of Sequent, GNG, AGL Peaking, Energy Wise and AGCS
as of June 30, 2001. (Filed under confidential treatment pursuant
to Rule 104(b))
Exhibit II - Income Statement for the Three Months Ended June 30, 2001 for
Sequent, Utilipro, GNG and AGCS. No Income Statements are being
filed for AGL Peaking and Energy Wise as they had no business
activity during the quarter. (Filed under confidential treatment
pursuant to Rule 104(b))
Exhibit III - The certificate as to filing with interested state commissions
is attached hereto as Exhibit III.
5
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
October 1, 2001
6
Exhibit III
CERTIFICATE
The undersigned certifies that he is a duly designated and acting officer of
AGL Resources Inc., a Georgia corporation ("AGLR") and that:
AGLR's Quarterly Report on Form U-9C-3 filed pursuant to Rule 58 for the
quarter ended June 30, 2001 was filed with each state commission having
jurisdiction over the retail rates of the public utility companies that are
associate companies of any of the reporting companies.
The names and addresses of such state utility commissions are:
Georgia Public Service Commission
47 Trinity Avenue SW
Atlanta, GA 30334
Virginia State Corporation Commission
1300 East Main Street
10th Floor
Richmond, VA 23219
Tennessee Regulatory Authority
460 James Robertson Parkway
Nashville, TN 37243-0505
IN WITNESS WHEREOF, I have hereunto set my hand as of the 1st day of October,
2001.
/s/ Richard T. O'Brien
----------------------
Richard T. O'Brien
Executive Vice President and
Chief Financial Officer
AGL Resources Inc.