Form U-9C-3





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, 2005



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:

Bryan E. Seas
Vice President and Controller
AGL Resources Inc.
Ten Peachtree Place
Atlanta, Georgia 30309
404-584-4000



1




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
5
Item 5.
Other Investments
5
Item 6.
Financial Statements and Exhibits
6
 
SIGNATURE
7








 
2



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)
Gas
01/29/2001
Georgia
100%
IHC
     
Sequent Energy Management, LP (SEM)
Gas
06/29/2001
Georgia
1%
(c)
     
Sequent Energy Marketing, LP *
Gas
07/12/2001
Georgia
1%
Inactive
     
Sequent Holdings, LLC
Gas
06/29/2001
Georgia
100%
IHC
       
SEM
Gas
06/29/2001
Georgia
99%
(c)
       
Sequent Energy Marketing, LP *
Gas
07/12/2001
Georgia
99%
Inactive
   
Southeastern LNG, Inc. *
Gas
11/14/2000
Georgia
100%
(d)
   
Georgia Gas Company *
Gas
06/10/1968
Georgia
100%
Inactive
   
Pivotal Energy Services, Inc. *
Gas
08/24/2001
Georgia
100%
Inactive
   
Georgia Energy Company *
Gas
02/04/1981
Georgia
**
**
   
Pinnacle LNG, Inc. *
Gas
02/12/2003
Georgia
100%
Inactive
   
Pivotal Storage Inc. (PSI)
Gas
08/05/2004
Delaware
100%
(e)
     
Pivotal Jefferson Island Storage & Hub, LLC (PJISH)
Gas
08/05/2004
Delaware
100%
(e)
 
Georgia Natural Gas Company (GNG)
Gas
09/10/1996
Georgia
100%
(f)
   
SouthStar Energy Services, LLC (SouthStar)
Gas
07/13/1998
Delaware
50%
(g)
   
TES, Inc. *
Gas
10/15/1996
Georgia
**
**
 
Pivotal Propane of Virginia, Inc.
Gas
09/26/2003
Delaware
100%
(h)
 
Atlanta Gas Light Services, Inc. *
Gas
06/10/1968
Georgia
**
**
 
Georgia Natural Gas Services, Inc. *
Gas
09/24/1998
Georgia
**
**
 
AGL Peaking Services, Inc. *
Gas
11/21/1997
Georgia
100%
(i)
 
AGL Interstate Pipeline Company *
Gas
11/21/1997
Georgia
100%
Inactive
 
NUI Corporation*
Gas
02/03/2000
New Jersey
100%
Inactive
 
Pivotal Utility Holdings, Inc. (fka NUI Utilities, Inc.)
Gas
01/29/1969
New Jersey
100%
(j)
 
NUI Capital Corp.*
 
09/19/1961
Florida
100%
Inactive
 
Virginia Gas Company
Gas
04/19/2001
Virginia
100%
(k)
 
NUI Saltville Storage, Inc.
Gas
05/14/2001
Delaware
50%
(l)
 
NUI Storage, Inc.
Gas
07/25/2002
Delaware
100%
(l)

* This company was inactive during the reporting period ended March 31, 2005.
** Incorporated, but not organized, as of March 31, 2005.

(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 gas-related companies as indicated.
 
(c)  
SEM (Sequent Energy Management) is an asset optimization, producer services, and wholesale marketing and risk management subsidiary.
 
(d)  
Through September 2003, Southeastern LNG, Inc. owned and operated a fleet of liquefied natural gas tankers. Southeastern LNG, Inc. sold its entire fleet of tankers in October 2003 and currently has no active operations.
 
(e)  
Formed as intermediate holding companies for the acquisition of Jefferson Island Storage & Hub (JISH). AGL Resources acquired JISH on October 1, 2004.
 
(f)  
GNG currently owns a non-controlling 70% financial interest in SouthStar and Piedmont Natural Gas Company, Inc. (“Piedmont”) owns the remaining 30%. Our 70% interest is non-controlling because all significant management decisions require approval by both owners. On March 29, 2004, AGL Resources executed an amended and restated partnership agreement with Piedmont. This amended and restated partnership agreement calls for SouthStar’s future earnings starting in 2004 to be allocated 75% to GNG and 25% to Piedmont. In addition, the partners executed a services agreement, which provides that AGL Services Company will provide and administer accounting, treasury, internal audit, human resources and information technology functions.
 
(g)  
SouthStar is the largest retail marketer of natural gas in Georgia with a market share of approximately 36% and operates under the trade name Georgia Natural Gas.
 
(h)  
Formed to construct a propane air facility in the VNG service area to serve VNG’s peaking needs.
 
(i)  
AGL Peaking Services, Inc. (“AGL Peaking”) owns property formerly designated for a liquefied natural gas peaking facility, but has no active operations.
 
(j)  
Pivotal Utility Holdings, Inc. (formerly known as NUI Utilities, Inc.) includes three primary operating divisions - Elizabethtown Gas, Elkton Gas Services and Florida City Gas, based in New Jersey, Maryland and Florida, respectively.
 
(k)  
Virginia Gas Company includes the operations of Virginia Gas Pipeline, Virginia Gas Storage and Virginia Gas Distribution, and was acquired as part of AGL Resources’ acquisition of NUI Corporation and its subsidiaries in November 2004. On April 27, 2005, AGL Resources announced it had executed an agreement to sell its wholly owned interests in Virginia Gas Pipeline and Virginia Gas Storage, and its 50 percent interest in Saltville Gas Storage Company, LLC, an interstate storage facility also acquired as part of the NUI transaction, to Duke Energy Gas Transmission.
 
(l)  
NUI Saltville Storage, Inc. and NUI Storage, Inc. also were acquired as part of AGL Resources’ acquisition of NUI Corporation and its subsidiaries in November 2004. AGL Resources owns 50% of the Saltville Gas Storage Company, LLC, while a subsidiary of Duke Energy (Duke Energy Gas Transmission) owns the remaining 50% interest. On April 27, 2005, AGL Resources announced it had executed an agreement to sell its 50% interest in Saltville Gas Storage Company, LLC to Duke Energy Gas Transmission. The sale is expected to close in the third quarter 2005.
 

3


ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS

There were no reportable issuances of securities or capital contributions made by the reporting entities during the quarter ended March 31, 2005.

ITEM 3 - ASSOCIATE TRANSACTIONS

Part I - Transactions Performed by Reporting Companies on Behalf of Associate Companies for the Quarter Ended March 31, 2005 (in thousands)
 
Reporting Company Rendering Services
 
Associate Company Receiving Services
 
(a)
 
Types of Services Rendered
 
Direct Costs Charged (b)
 
Indirect Costs Charged (b)
 
Cost of Capital
 
(b)
 
Total Amount Billed
(b)
 
SEM
   
Atlanta Gas Light Company
   
Gas procurement, scheduling and other
 
$
58
   
--
   
--
 
$
58
 
SEM
   
Virginia Natural Gas, Inc.
   
Gas procurement, scheduling and other
   
52
   
--
   
--
   
52
 
SEM
   
Chattanooga Gas Company
   
Gas procurement, scheduling and other
   
43
   
--
   
--
   
43
 
SEM
   
AGL Networks, LLC
   
Gas procurement, scheduling and other
   
8
   
--
   
--
   
8
 
SEM
   
Atlanta Gas Light Company
   
Gas Transmission Storage Management
   
2,483
   
--
   
--
   
2,483
 
SEM
   
Chattanooga Gas Company
   
Gas Transmission Storage Management
   
1,809
   
--
   
--
   
1,809
 

(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.
(b)  
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.

Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies for the Quarter Ended March 31, 2005 (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 (c
)
$
493
 
$
1,145
 
$
33
 
$
1,671
 
AGSC
   
GNG
   
Support (e
)
 
190
   
699
   
42
   
932
 
AGSC
   
Pivotal Propane of Virginia, Inc.
   
Support (d
)
 
113
   
8
   
--
   
122
 
AGSC
   
AGL Peaking
   
Support (d
)
 
--
   
2
   
--
   
2
 
AGSC
   
Pivotal Jefferson Island Storage & Hub, LLC
   
Support (d
)
 
28
   
73
   
(1
)
 
99
 
AGSC
   
Virginia Gas Storage
   
Support (d
)
 
2
   
96
   
--
   
98
 
AGSC
   
Virginia Gas Pipeline
   
Support (d
)
 
6
   
351
   
--
   
356
 
AGSC
   
Virginia Gas Distribution
   
Support (d
)
 
2
   
40
   
--
   
42
 
AGSC
   
NUI Service, Inc. - New Jersey (Plumbing
)
 
Support (d
)
 
90
   
182
   
--
   
272
 
AGSC
   
NUI Service, Inc. - Florida (Plumbing
)
 
Support (d
)
 
4
   
--
   
--
   
4
 
AGSC
   
NUI Service, Inc. - Florida (Services
)
 
Support (d
)
 
40
   
252
   
--
   
292
 
AGSC
   
Pivotal Energy Services, Inc.
   
Support (d
)
 
26
   
--
   
--
   
26
 
AGSC
   
Virginia Gas Company
   
Support (d
)
 
53
   
(197
)
 
--
   
(145
)
 
(c) 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 is provided in the Company’s Form U-13-60 filing.
(d) Pivotal Propane of Virginia, Inc.; Pivotal Energy Services, Inc.; and AGL Peaking Services receive support services from AGSC. Detailed information with respect to these transactions is not provided in this report but is provided in the Company’s Form U-13-60 filing.
(e) 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 is provided in the Company’s Form U-13-60 filing.

 
4


ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT

Investments in energy-related companies (in thousands):
             
               
Total consolidated capitalization of AGL Resources as of March 31, 2005 (1)
 
$
3,102,398
         
Line 1
 
Total capitalization multiplied by 15% (Line 1 multiplied by 0.15)
   
465,360
         
Line 2
 
Greater of $50 million or line 2
       
$
465,360
   
Line 3
 
Total current aggregate investment
(categorized by major line of energy-related business)
                   
Total current aggregate investment
         
-
   
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)
       
$
465,360
   
Line 5
 
                     
Investments in gas-related companies (in thousands):
                   
                     
Total current aggregate investment (2)
(categorized by major line of gas-related business)
                   
Sequent organization (3)
   $
(72,997
)
           
Southeastern LNG, Inc. (3)
   
(9
)
           
Pivotal Energy Services, Inc.
   
46
             
GNG (includes SouthStar) (4)
   
46,778
             
Pivotal Propane of Virginia, Inc.
   
27,755
             
AGL Peaking
   
3,885
             
Jefferson Island
   
83,727
             
Saltville Storage
   
33,745
             
Pivotal Storage
   
-
             
Virginia Gas Storage
   
2,312
             
Virginia Gas Pipeline
   
30,565
             
Virginia Gas Company (3)
   
(8,170
)
           
Virginia Gas Distribution (3)
   
(2,742
)
           
NUI Service - Florida (Plumbing)
   
116
             
NUI Service - Florida (Services)
   
7,247
             
NUI Service - New Jersey (Plumbing) (3)
   
(489
)
           
Total current aggregate investment
         $
151,769
       
                     
(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, retained earnings, and net intercompany payables/(receivables).
(3) Aggregate investment as of March 31, 2005 is negative because these entities have a net intercompany receivable.
(4) Through calendar 2003, AGL Resources accounted for its 70% non-controlling financial interest in SouthStar using the equity method of accounting. During the quarter ended March 31, 2004, AGL Resources adopted FIN 46R which resulted in the consolidation of SouthStar’s accounts with GNG’s accounts in AGL Resources’ condensed consolidated financial statements. AGL Resources recorded Piedmont’s portion of SouthStar’s capital as a minority interest on the condensed consolidated balance sheet in the amount of $30 million as of March 31, 2005.

ITEM 5 - OTHER INVESTMENTS

None.



 
5


ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS

A Financial Statements
Exhibit 1.1
Balance Sheets of Sequent; SEM; Sequent Holdings, LLC; Southeastern LNG, Inc.; Pivotal Energy Services, Inc.; Pinnacle LNG, Inc.; GNG; Pivotal Propane of Virginia, Inc.; AGL Peaking Services, Inc.; Pivotal Jefferson Island Storage & Hub, LLC.; NUI Saltville Storage, Inc.; Virginia Gas Storage; Virginia Gas Company; NUI Service, Inc - Florida (Plumbing); NUI Service, Inc - New Jersey (Plumbing); Virginia Gas - Pipeline; NUI Service, Inc - Florida (Service); and Virginia Gas Distribution as of March 31, 2005 (Submitted under confidential treatment request pursuant to Rule 104(b))
 
Exhibit 1.2
Balance Sheet of SouthStar as of March 31, 2005 (Submitted under confidential treatment request pursuant to Rule 104(b))
 
Exhibit 2.1
Income Statements for the Three Months Ended March 31, 2005 for Sequent; SEM; Sequent Holdings, LLC; Southeastern LNG, Inc.; Pivotal Energy Services, Inc.; GNG; Pivotal Propane of Virginia, Inc.; AGL Peaking Services, Inc.; Pivotal Jefferson Island Storage & Hub, LLC.; NUI Saltville Storage, Inc.; Virginia Gas Storage; Virginia Gas Company; NUI Service, Inc - Florida (Plumbing); NUI Service, Inc - New Jersey (Plumbing); Virginia Gas - Pipeline; NUI Service, Inc - Florida (Service); and Virginia Gas Distribution (Submitted under confidential treatment request pursuant to Rule 104(b))
 
Exhibit 2.2
Income Statements for the Three Months Ended March 31, 2005 for SouthStar (Submitted under confidential treatment request pursuant to Rule 104(b))
 
B Exhibits
Exhibit 3
The certificate as to filing with interested state commissions is attached hereto as Exhibit 3.
 


 
6


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/ Bryan E. Seas
   
 
Bryan E. Seas
 
Vice President and Controller

June 3, 2005

 
7


EXHIBIT INDEX

A Financial Statements
   
B Exhibits
Exhibit 3
The certificate as to filing with interested state commissions is attached hereto as Exhibit 3.