SECURITIES AND EXCHANGE COMMISSION



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.



FORM U5S


Annual Report

For the Year Ended December 31, 2003



Filed pursuant to the

Public Utility Holding Company Act of 1935

by




AGL RESOURCES INC.

Ten Peachtree Place

Atlanta, Georgia 30309




#





Table of Contents


Item

Title

Page Number

1

System Companies and Investments Therein as of December 31, 2003

3

2

Acquisitions or Sales of Utility Assets

6

3

Issue, Sale, Pledge, Guarantee or Assumption of System Securities

7

4

Acquisition, Redemption or Retirement of System Securities

8

5

Investments in Securities of Nonsystem Companies

9

6

Officers and Directors

9

7

Contributions and Public Relations

16

8

Service, Sales and Construction Contracts

17

9

Wholesale Generators and Foreign Utility Companies

17

10

Financial Statements and Exhibits

18

 

Signature

21





#





Item 1 - SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 2003



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)

    

RHC

        

1

 

AGL Services Company

100

100%

$(2,440,848)

$(2,440,848)

SC

        

1

 

Atlanta Gas Light Company (AGLC)

55,352,415

100%

$773,400,196

$773,400,196

GU

2

  

AGL Rome Holdings, Inc.

100

100%

$1,602,357

$1,602,357

(B)

2

  

AGL Macon Holdings, Inc. *

100

100%

$100

$100

Inactive

        

1

 

Virginia Natural Gas, Inc. (VNG)

5,273

100%

$387,920,607

$387,920,607

GU

        

1

 

Chattanooga Gas Company (CGC)

10,000

100%

$109,687,514

$109,687,514

GU

         

1

 

Georgia Natural Gas Company (GNG)

100

100%

$16,313,123

$16,313,123

N

2

  

TES, Inc. *

**

**

**

**

Inactive

2

  

SouthStar Energy Services LLC (SouthStar)

(C)

50%

$(7,697,614)

$(7,697,614)

(C)

1

 

Atlanta Gas Light Services, Inc. *

**

**

**

**

Inactive

1

 

Georgia Natural Gas Services, Inc. *

**

**

**

**

Inactive

        

1

 

AGL Investments, Inc. (AGLI)

1

100%

$18,381,637

$18,381,637

IHC

2

  

AGL Networks, LLC (AGL Networks)

(D)

100%

$(6,551,868)

$(6,551,868)

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%

$(1,514,023)

$(1,514,023)

IHC

3

   

Sequent Energy Management, L.P. (SEM)

(E)

1%

$1,492,517

$1,492,517

Asset optimization, gas supply services, and wholesale marketing and risk management services

3

   

Sequent Energy Marketing, L.P. *

(F)

1%

$100

$100

Inactive

3

   

Sequent Holdings, LLC

(G)

100%

$2,899,557

$2,899,557

IHC

4

    

SEM

(E)

99%

$2,359,556

$2,359,556

Asset optimization, gas supply services, and wholesale marketing and risk management services

4

    

Sequent Energy Marketing, LP *

(F)

99%

$900

$900

Inactive

2

  

Southeastern LNG, Inc.

500

100%

$341,439

$341,439

(H)

2

  

Georgia Gas Company *

20

100%

$386,002

$386,002

Inactive

2

  

AGL Propane Services, Inc.

100

100%

$22,574,226

$22,574,226

N

3

   

US Propane, LP

(I)

22.36%

$12,922,396

$12,922,396

(I)

2

  

AGL Energy Corporation

100

100%

$(11,120)

$(11,120)

N

3

   

US Propane, LLC

(I)

22.36%

$4

$4

IHC

4

    

US Propane, LP

(I)

   

(I)

5

     

Heritage Propane Partners, L.P.

(I)

   

(I)

2

  

Trustees Investments, Inc. (TI)

500

100%

$439,554

$439,554

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%

$91

$91

Inactive

2

  

Customer Care Services, Inc. (formerly known as Utilipro, Inc.) (J)

700,000

100%

$(5,615,328)

$(5,615,328)

N

2

  

Georgia Energy Company *

    

Inactive

2

  

Pinnacle LNG, Inc. *

100

100%

$100

$100

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

 

AGL Capital Corporation (AGL Capital)

1,000

100%

$605,645,457

$605,645,457

F

2

  

AGL Capital Trust II

(K)

100%

$1,220,110

$1,220,110

F

2

  

AGL Capital Trust III (K)

**

**

**

**

Inactive

1

 

AGL Capital Trust I

(K)

100%

$2,489,801

$2,489,801

F

        

1

 

AGL Interstate Pipeline Company *

100

100%

$100

$100

Inactive

        

1

 

Global Energy Resource Insurance Corporation (GERIC)

100,000

100%

$9,286

$9,286

Captive insurance company underwrites multi-year excess liability insurance for AGL Resources

2

  

Energy Risk Insurance Services Corporation (ERISC) (new) (L)

1,000

100%

$1,000

$1,000

Provides finite insurance program services to AGL Resources and its subsidiaries

              

1

 

Pivotal Propane of Virginia, Inc. (new) (M)

100

100%

$(4,501)

$(4,501)

Formed to construct a facility for the storage and vaporization of propane in Virginia

        

1

 

AGL Peaking Services, Inc. *

100

100%

$1,964,583

$1,964,583

Inactive

        

1

 

AGL Resources Inc. Political Action Committee, Inc.

(N)

100%

N/A

N/A

NPE

        

1

 

AGL Resources Private Foundation, Inc.

(O)

100%

N/A

N/A

NPE



Footnotes including descriptions of System Companies

*

Inactive as of December 31, 2003.

**

Incorporated, but not organized, as of December 31, 2003.

(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, 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 557,700 customers.  This represents a market share of approximately 37.5% as of December 31, 2003.  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, 2003, 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, 2003, Sequent held a 1% general partnership interest in Sequent Energy Management, LP valued at $1,492,517 and Sequent Holdings, LLC held a 99% limited partnership interest in Sequent Energy Management, LP valued at $2,359,556.  The Sequent organization is a “gas-related company” under Rule 58 of the Act.

(F)

As of December 31, 2003, 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, 2003, 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)

As of December 31, 2003, AGL Propane Services, Inc. owned 22.36% of the limited partnership interests in US Propane, LP and AGL Energy Corporation owned 22.36% of US Propane, LLC, which serves as US Propane, LP’s general partner.  The other limited partners were subsidiaries of TECO Energy, Inc., Piedmont Natural Gas Company and Atmos Energy Corporation.  These other companies also were owners of US Propane, LLC.  US Propane, LP owns all the general partnership interests, directly or indirectly, and approximately 25% of the limited partnership interests in Heritage Propane Partners, L.P., a publicly traded marketer of propane.

On January 20, 2004, AGL Resources closed on an agreement to sell its general and limited partnership interests in Heritage. The agreement involved AGL Propane Services, AGL Energy Corporation and three other nonaffiliated utility partners. The aggregate transaction was valued at $130 million. Upon closing, AGL Resources received $29 million for its portion of the transaction.  AGL Propane Services, Inc., along with the three unaffiliated utility partners, has retained an interest in some of Heritage’s publicly-traded units.

(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)

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 valued at $2,489,801, and AGL Capital Trust I owns AGL Resources 8.17% Junior Subordinated Deferrable Interest Debentures valued at $77,320,000.  AGL Capital owns 100% of AGL Capital Trust II’s common stock valued at $1,220,110 and AGL Capital Trust II owns AGL Capital 8% Junior Subordinated Deferrable Interest Debentures valued at $154,639,175.  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.

(L)

ERISC was incorporated as an international business company in the British Virgin Islands on May 20, 2003.

(M)

Pivotal Propane of Virginia, Inc., a Virginia corporation, was formed September 26, 2003.

(N)

The AGL Resources Inc. Political Action Committee, Inc., a Georgia non-profit corporation, collects and disburses political contributions from AGL Resources’ employees.  

(O)

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.


System companies dissolved during 2003:

o

Cumberland Gas Pipeline Company, which was incorporated but not organized, was dissolved October 20, 2003.


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

AGL Resources

AGL Capital

Intercompany Note

$1,099,486,500

$1,099,486,500

VNG

AGL Resources

Intercompany Note

$180,317,598

$180,317,598





#





Investment in/borrowing from System Money Pool  


Investment in money pool

 
 

AGL Rome Holdings, Inc.

1,574,992

 

VNG

10,145,241

 

CGC

13,030,681

 

AGLI

19,124,558

 

SEM

20,877,891

 

Southeastern LNG, Inc.

328,502

 

Georgia Gas Company

386,002

 

AGL Propane Services, Inc.

2,968,304

 

TI

147,525

 

Pivotal Energy Services, Inc.

90

 

Customer Care Services, Inc.

948,867

 

Pinnacle LNG, Inc.

100

 

AGL Capital

425,860,787

 

Investment in money pool

495,393,540

  


Less borrowings from money pool


 

AGL Services Company

105,798,384

 

AGLC

359,451,328

 

GNG

12,090,266

 

Sequent

6,143,591

 

AGL Energy Corporation

43,564

 

AGL Capital Trust II

6,003,883

 

AGL Capital Trust I

488,365

 

GERIC

2,181,786

 

Pivotal Propane of Virginia, Inc.

202,724

 

AGL Peaking Services, Inc.

2,987,621

 

Distribution Operations Corporate locations

2,028

 

Borrowings from money pool

495,393,540

  


 

Total

0




Item 2 - ACQUISITIONS OR SALES OF UTILITY ASSETS


None.





#





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


Commercial Paper Program


 

Balance as of December 31, 2003

$ 303.5 million

 

Highest balance during calendar 2003, occurred on February 14, 2003

$399.6 million

 

Interest rate as of December 31, 2003

1.2%

 

Daily weighted average interest rate for calendar 2003

1.3%


In July 2003, AGL Resources, through AGL Capital, issued $225.0 million in Senior Notes with a maturity date of April 15, 2013. The Senior Notes have an interest rate of 4.45% payable on April 15 and October 15 of each year, beginning October 15, 2003 with interest accruing from July 2, 2003.  AGL Resources used the net proceeds from the Senior Notes to repay Medium-Term notes.  AGL Resources guarantees payment of the Senior Notes subject to the terms and conditions of the Guarantee dated July 2, 2003.


AGL Resources guarantees payment of AGL Capital’s $300 million 7.125% Senior Notes subject to the terms and conditions of the Guarantee dated March 1, 2001.


AGL Resources guarantees payment of AGL Capital Trust II’s $150 million Trust Preferred Securities subject to the terms and conditions of the Trust Preferred Securities Guarantee Agreement dated May 21, 2001.


AGL Resources fully and unconditionally guarantees all obligations for AGL Capital Trust I’s $75 million Trust Preferred Securities subject to the terms and conditions of the Capital Securities Guarantee Agreement dated as of June 11, 1997.


To maintain an effective capital structure, it is AGL Resources’ policy to borrow funds using a mix of fixed-rate debt and variable-rate debt. Interest rate swap agreements were entered into through AGL Resources’ wholly owned subsidiary, AGL Capital, for the purpose of hedging the interest rate risk associated with our fixed-rate and variable-rate debt obligations.  As of December 31, 2003, a notional principal amount of $275.0 million of these agreements effectively converted the interest expense associated with a portion of the Senior Notes and Trust Preferred Securities from fixed rates to variable rates based on an interest rate equal to the London Interbank Offered Rate (LIBOR), plus a spread determined at the swap date. As of December 31, 2003, the interest rate swaps consisted of the following:


o

$100.0 million principal amount of 7.125% Senior Notes Due 2011. Floating interest is paid each January 14 and July 14 at six-month LIBOR plus 3.4%. The effective variable interest rate at December 31, 2003 was 4.5%. These interest rate swaps expire January 14, 2011, unless terminated earlier.

o

$100.0 million principal amount of 4.45% Senior Notes Due 2013. Floating interest is paid each April 15 and October 15 at six-month LIBOR plus 0.615%. The effective variable interest rate at December 31, 2003 was 1.8%.  On March 9, 2004, AGL Resources terminated this interest rate swap.

o

$75.0 million principal amount of 8.0% Trust Preferred Securities Due 2041. Floating interest rates are paid each February 15, May 15, August 15 and November 15 at three-month LIBOR plus 1.315%. The effective interest rate at December 31, 2003 was 2.5%. These interest rate swaps expire May 15, 2041, unless terminated earlier.


These interest rate swaps were designated as fair value hedges as defined by SFAS 133, which allows for the designation of derivatives that hedge exposure to changes in the fair value of a recognized asset or liability. The gain or loss on fair value hedges is recorded in earnings in the period of change, together with the offsetting loss or gain on the hedged item attributable to the risk being hedged. The effect of this accounting is to reflect in earnings only that portion of the hedge that is not effective in achieving offsetting changes in fair value.


The interest rate swaps meet the conditions required to assume no ineffectiveness under SFAS 133, and, therefore, have been accounted for using the “shortcut” method prescribed for fair value hedges by SFAS 133. Accordingly, the carrying value of each interest rate swap was adjusted to its fair value at the end of each quarter, with an offsetting and equal adjustment to the carrying value of the debt securities whose fair value is being hedged. Consequently, earnings are not affected negatively or positively with changes in fair value of the interest rate swaps each quarter. The aggregate fair value of these interest rate swaps was a $3.7 million liability at December 31, 2003 and a $6.1 million asset at December 31, 2002.


On July 2, 2003, the $15.0 million unsecured Sequent line of credit was renewed with an expiration date of July 2, 2004. In December 2003, Sequent’s $15.0 million unsecured line of credit was increased to $25.0 million. Sequent used this unsecured line of credit solely for the posting of margin deposits for NYMEX transactions, and it is unconditionally guaranteed by AGL Resources. This line of credit expires on July 2, 2004 and bears interest at the federal funds effective rate plus 0.5%.  As of December 31, 2003, the line of credit had an outstanding balance of $2.9 million.


Item 4 - ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES


In April 2003, AGLC exercised options to redeem two Medium-Term notes totaling $7.2 million before their scheduled maturity dates at a call premium of $0.3 million. A note of $5.0 million bearing interest of 7.4% was scheduled to mature in March 2013, and a note of $2.2 million bearing interest of 7.5% was scheduled to mature in March 2014. These notes were redeemed using proceeds from the issuance of commercial paper.


In July 2003, AGLC exercised options to redeem $65.3 million of Medium-Term notes at a call premium. This call premium was recorded as a regulatory asset and will be amortized and collected in rates over the remaining life of the notes, which is 10 to 20 years. These notes were scheduled to mature in 2013 and 2023 bearing interest rates ranging from 7.5% to 8.25%.


In October 2003, AGLC repaid on its original due date a $30.0 million Medium-Term note with an interest rate of 5.90%; and exercised an option to redeem before their scheduled maturity dates of October 2006 and October 2020, respectively, a $10.0 million Medium-Term note, at par, and a $2.0 million Medium-Term note, at a premium bearing interest at a rate of 6.0% and 6.85%, respectively. In December 2003, AGLC exercised options to redeem $92.8 million of Medium-Term notes at a call premium. These notes were scheduled to mature in 2005 and 2013 bearing interest rates from 6.55% to 7.2%.


All redemptions described above were effected under Rule 42.






#





Item 5 - INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES


None for calendar 2003.



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 February 5, 2004.  Additional information is set forth in the Proxy Statement of AGL Resources distributed in connection with the 2004 Annual Meeting of Shareholders and AGL Resources' Annual Report on Form 10-K for the year ended December 31, 2003, 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

 

VP

VP

 

Thomas D. Bell, Jr. (1)

D

   

Isaac Blythers

  

P

 

Jeffrey P. Brown

AGC, VP

AGC, VP

AGC, VP

 

Ralph Cleveland

 

VP

VP

 

Charles R. Crisp

D

   

John W. Ebert

 

AGC

  

Michael J. Durham

D

   

Andrew W. Evans

T, VP

T, VP

T, VP

T, VP

Dana A. Grams

 

SVP

  

Dan Hennig

VP

   

Arthur E. Johnson

D

   

Kristin M. Kirkconnell

CIO, VP

   

Wyck A. Knox, Jr.

D

   

Catherine Land-Waters

SVP

   

Marshall D. Lang

 

VP

  

Ronald Lepionka

 

IDIA

  

Dennis M. Love

D

   

Kevin P. Madden

EVP

 

C, CEO, D

 

R. Eric Martinez, Jr.

 

SVP

  

Richard T. O’Brien

CFO, EVP, PAFO

CFO, D, EVP

CFO, D, EVP

D

Melanie M. Platt

CAO, SVP

   

Elizabeth W. Reese

 

VP

Ctr, VP

 

D. Raymond Riddle

D

   

Paula G. Rosput

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, CS, GC, SVP

CS, D, SVP

CS, D, GC, SVP

CS, D, SVP

Suzanne Sitherwood

 

VP

VP

 

R. Lindsay Thomas

SVP

   

Felker W. Ward, Jr.

D

   

Harriette Watkins

VP

   

Kevin Wolff

 

VP

  


(1)  Mr. Bell resigned from the AGL Resources Board of Directors effective April 26, 2004.  See Item 6, Part II.




#






 

VNG

CGC

GNG

SouthStar

Ina Blackstock

817 West Peachtree Street

Atlanta, Georgia 30308

   

VP

Isaac Blythers

 

P

  

Michael A. Braswell

817 West Peachtree Street

Atlanta, Georgia 30308

   

COO, EVP


    

Andrew W. Evans

T, VP

T, VP

T, VP

REC

Jody Gidley

5100 East Virginia Beach Blvd

Norfolk, Virginia 23502

VP

   

Catherine Land-Waters

   

REC

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

Richard T. O’Brien

D

D

CFO, D, EVP

 


    

Elizabeth W. Reese

Ctr, VP

Ctr, VP

  

Paula G. Rosput

D

D

D, P

 

Eugene V. Rozgonyi, Jr.

   

REC

Paul R. Shlanta

CS. D, SVP

CS, D, SVP

CS, D, SVP

 






#







 

AGLI

AGL Networks

Sequent

SEM

Sequent Holdings, LLC

Jeffrey P. Brown

 

VP

   

Harry M. Collins (2)



 

  

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 (2)



 

 

COO, EVP

   

Robert M. Flavin (2)



 

  

EVP

EVP

EVP

James Gillis

 

VP

   

Richard T. O’Brien

CFO, D, EVP

D

CEO, D

CEO

CEO, CM

Paula G. Rosput

D, P

D, P

D

 

CM

Douglas N. Schantz (2)



 

  

P

P

P

Paul R. Shlanta

CS, D, SVP

CS, D, SVP

CS, D, SVP

CS, SVP

CM, CS, SVP

Patrick J. Strange (2)



 

  

VP

VP

VP


(2) Two Allen Center, 1200 Smith Street, Suite 900, Houston, TX 77002.

(3) 300 Delaware Avenue, 9th Floor, Wilmington, DE 19801.

(4) 8801 South Yale Avenue, Suite 310, Tulsa, OK 74137.

(5) Romasco Place, Wickhams Cay I, P.O. Box 3140, Road Town, Tortola, British Virgin Islands.

(6) 2325-B Renaissance Drive, Las Vegas, NV  89119





#







 

Southeastern LNG, Inc.

AGL Propane Services, Inc.

AGL Energy Corporation

TI

Customer Care Services, Inc.

Linda S. Bubacz (3)




 

AT

   

Harry M. Collins

ACS, VP

    

Joan L. Dobrzynski (3)




 

D

   

Andrew W. Evans

T, VP

  

T, VP

T, VP

Robert M. Flavin (2)



 

EVP

    

Dana A. Grams (2)



 

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 (3)




  

AT

  

Paula G. Rosput

D

  

D, P

D, P

Douglas N. Schantz (2)



 

P

    

Paul R. Shlanta

CS, D, SVP

CS, D, P

CS, D, P

CS, D, SVP

CS, D, SVP

Darryl E. Smith (3)




  

AT, D

  

Patrick J. Strange (2)



 

VP

    


(2) Two Allen Center, 1200 Smith Street, Suite 900, Houston, TX 77002.

(3) 300 Delaware Avenue, 9th Floor, Wilmington, DE 19801.

(4) 8801 South Yale Avenue, Suite 310, Tulsa, OK 74137.

(5) Romasco Place, Wickhams Cay I, P.O. Box 3140, Road Town, Tortola, British Virgin Islands.

(6) 2325-B Renaissance Drive, Las Vegas, NV  89119





#







 

AGL Capital

GERIC

ERISC

Heritage Propane Partners, LP

AGL Resources Inc. Political Action Committee, Inc.

Bradley K. Atkinson (4)



   

VP

 

Mark A. Darr (4)



   

VP

 

Andrew W. Evans

VP

  

DGP

 

James E. Bertelsmeyer (4)



   

C,  DGP

 

Bill W. Byrne (4)



   

DGP

 

William N. Cantrell (4)



   

DGP

 

Codan Management (5)






 

S

S

  

Stephen L. Cropper (4)



   

DGP

 

David J. Dzuricky (4)



   

DGP

 

Royston K. Eustace (4)



   

DGP

 

Michael L. Greenwood (4)



   

CFO, VP

 

Robert W. Grier (6)



AT, D

    

David R. Hancock (6)



ACS

    

H. Michael Krimbill (4)



   

CEO,  DGP, P

 

Charles D. McKibben

D, T

    

R. C. Mills (4)



   

COO, EVP

 

Richard W. Moore

    

ACS, AT, D

Murray Nicol

 

D

   

Richard T. O’Brien

   

DGP

 

Kevin M. O’Hara (4)



   

DGP

 

William H. Park, Jr.

    

CS, D, T

J. Patrick Reddy (4)



   

DGP

 

Thomas H. Rose (4)



   

VP

 

Eugene V. Rozgonyi, Jr.

 

D, T, VP

   

J. Charles Sawyer (4)



   

DGP

 

Paul R. Shlanta

CS, D, P

D, P

D, P

  

Brett Stovern

AT

    

R. Lindsay Thomas

    

D, P

Scott Tucker

  

D, VP

  

USA Offshore Management, B.V.I. Limited (5)






 

AS

   

Paul I. Wagner

 

D, VP

D, VP

  

Curtis L. Weishahn (4)



   

VP

 

J. D. Woodward (4)



   

DGP

 


(2) Two Allen Center, 1200 Smith Street, Suite 900, Houston, TX 77002.

(3) 300 Delaware Avenue, 9th Floor, Wilmington, DE 19801.

(4) 8801 South Yale Avenue, Suite 310, Tulsa, OK 74137.

(5) Romasco Place, Wickhams Cay I, P.O. Box 3140, Road Town, Tortola, British Virgin Islands .

(6) 2325-B Renaissance Drive, Las Vegas, NV  89119






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AGL Resources Private Foundation, Inc.

Pivotal Propane of Virginia, Inc.

Isaac Blythers

D

 

Staci Bush

AS, D

 

John W. Ebert

 

ACS, VP

Andrew W. Evans

D, T

ACS, T, VP

Dana A. Grams

D

SVP

Henry P. Linginfelter

5100 East Virginia Beach Blvd

Norfolk, Virginia 23502

D

 

Kevin P. Madden

 

P

R. Eric Martinez (2)



 

 

SVP

Richard T. O’Brien

 

D

Melanie M. Platt

C, D

 

Paula G. Rosput

P

D

Paul R. Shlanta

 

CS, D, SVP

R. Lindsay Thomas

D

 

Harriette D. Watkins

AC, D, S

 


(2) Two Allen Center, 1200 Smith Street, Suite 900, Houston, TX 77002.

(3) 300 Delaware Avenue, 9th Floor, Wilmington, DE 19801.

(4) 8801 South Yale Avenue, Suite 310, Tulsa, OK 74137.

(5) Romasco Place, Wickhams Cay I, P.O. Box 3140, Road Town, Tortola, British Virgin Islands.

(6) 2325-B Renaissance Drive, Las Vegas, NV  89119






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AGC – Associate General Counsel

ACS – Assistant Corporate Secretary

AC – Assistant Chairman

AS – Assistant Secretary

AT – Assistant Treasurer

C – Chairman

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

DGP – Director of the General Partner

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 now 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 will become eligible to join the Company’s Board this July, the Company’s board of directors has chosen to leave the seat previously held on the Board by Mr. Bell vacant.  It is the current intent of the Board to invite Mr. Bell to re-join the Board in July, 2004 when he first becomes eligible pursuant to Rule 70(b)(4).  If appointed in July, Mr. Bell would be required to stand for re-election at the 2005 annual meeting of shareholders.



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 2004 Annual Meeting of Shareholders and AGL Resources' Annual Report on Form 10-K for the year ended December 31, 2003, 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 these committees in accordance with the provisions of the Federal Election Campaign Act and the Public Utility Holding Company Act.  There were no payments or contributions to any political party, candidate for public office or holder of such office or any committee or agent therefore during calendar 2003, 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 calendar 2003.







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Item 8 - SERVICE, SALES AND CONSTRUCTION CONTRACTS

Part I

Transaction

Serving Company

Receiving Company

Compensation Paid to Receiving Company Calendar 2003

(thousands)

(b)

Gas procurement, scheduling and other

Sequent

AGLC

$ 258

Gas procurement, scheduling and other

Sequent

VNG

$ 294

Gas procurement, scheduling and other

Sequent

CGC

$ 148

Gas procurement, scheduling and other

Sequent

GNG

$ 15

Gas procurement, scheduling and other

Sequent

AGL Networks

$ 50

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.

(b)

** 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.






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Item 10 - FINANCIAL STATEMENTS AND EXHIBITS


A.1

AGL Resources Annual Report to Shareholders for the year ended December 31, 2003 is provided as Exhibit A.1 under Form SE.


A.2

AGL Resources Annual Report on Form 10-K for the year ended December 31, 2003 as filed with the Securities and Exchange Commission on February 6, 2004, SEC File No. 001-14174.


A.3

AGL Resources Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 for the 2004 annual meeting of shareholders as filed with the Securities and Exchange Commission on March 5, 2004, 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 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 and The Bank of New York, as trustee (Exhibit 4.2 to the AGL Resources Registration Statement on Form S-3, SEC File No. 333-53020).


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.  Submitted pursuant to request for confidential treatment.


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 Calendar 2003 as filed with the Georgia Public Service Commission is provided under Form SE.  


E.2

VNG Annual Report on FERC Form 2 for Calendar 2003 as filed with the Virginia State Corporation Commission is provided under Form SE.  


E.3

CGC Annual Report on FERC Form 2 for Calendar 2003 as filed with the Tennessee Regulatory Authority is provided under Form SE.  


E.4

VNG Annual Informational Filing for Calendar 2003 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, 2003, pursuant to Rule 26.


F.1a

AGL Resources Consolidating Balance Sheets as of December 31, 2003.


F.1b

AGL Resources – Distribution Operations Consolidating Balance Sheets as of December 31, 2003.


F.1c

AGL Resources – Wholesale Services Consolidating Balance Sheets as of December 31, 2003 are submitted pursuant to request for confidential treatment.


F.1d

AGL Resources – Energy Investments Consolidating Balance Sheets as of December 31, 2003 are submitted pursuant to request for confidential treatment.


F.1e

AGL Resources – Corporate Consolidating Balance Sheets as of December 31, 2003 are submitted pursuant to request for confidential treatment.


F.2

AGL Resources and Subsidiaries Utility Plant Balances as of December 31, 2003 are submitted pursuant to request for confidential treatment.


F.3a

AGL Resources Consolidating Statements of Income for Calendar 2003.


F.3b

AGL Resources – Distribution Operations Consolidating Statements of Income for Calendar 2003.


F.3c

AGL Resources – Wholesale Services Consolidating Statements of Income for Calendar 2003 are submitted pursuant to request for confidential treatment.


F.3d

AGL Resources – Energy Investments Consolidating Statements of Income for Calendar 2003 are submitted pursuant to request for confidential treatment.


F.3e

AGL Resources – Corporate Consolidating Statements of Income for Calendar 2003 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, 2003 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, 2003 are submitted pursuant to request for confidential treatment.


G

Not applicable.


H

Not applicable.






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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

 

By:  Bryan E. Seas

 

AGL Resources Inc.

Vice President and Controller

 

(Signature and printed name and title of signing officer)

Date:  May 3, 2004

 





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Exhibit Index


E.5

Chart of Accounts for AGL Resources system companies, as of December 31, 2003, pursuant to Rule 26.


F.1a

AGL Resources Consolidating Balance Sheets as of December 31, 2003.


F.1b

AGL Resources – Distribution Operations Consolidating Balance Sheets as of December 31, 2003.

F.3a

AGL Resources Consolidating Statements of Income for Calendar 2003.


F.3b

AGL Resources – Distribution Operations Consolidating Statements of Income for Calendar 2003.





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