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Page | ||
Item 1. |
Organization Chart |
3-4 |
Item 2. |
Issuance and Renewals of Securities and Capital Contributions |
5 |
Item 3. |
Associate Transactions |
5-6 |
Item 4. |
Summary of Aggregate Investment |
7 |
Item 5. |
Other Investments |
7 |
Item 6. |
Financial Statements and Exhibits |
8 |
SIGNATURE |
9 |
2 | ||
|
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% |
(i) | |||||
Pivotal Jefferson Island Storage & Hub, LLC (PJISH) |
Gas |
08/05/2004 |
Delaware |
100% |
(i) | |||||
Georgia Natural Gas Company (GNG) |
Gas |
09/10/1996 |
Georgia |
100% |
(e) | |||||
SouthStar Energy Services, LLC (SouthStar) |
Gas |
07/13/1998 |
Delaware |
50% |
(f) | |||||
TES, Inc. * |
Gas |
10/15/1996 |
Georgia |
** |
** | |||||
Pivotal Propane of Virginia, Inc. |
Gas |
09/26/2003 |
Delaware |
100% |
(g) | |||||
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% |
(h) | |||||
AGL Interstate Pipeline Company * |
Gas |
11/21/1997 |
Georgia |
100% |
Inactive | |||||
Cougar Corp. |
Gas |
07/14/2004 |
New Jersey |
100% |
(j) |
(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 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) | 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 SouthStars 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. |
(f) | 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. |
3 | ||
|
(g) | Formed to construct a propane air facility in the VNG service area to serve VNGs peaking needs. |
(h) | AGL Peaking Services, Inc. (AGL Peaking) owns property formerly designated for a liquefied natural gas peaking facility, but has no active operations. |
(i) | Formed as intermediate holding companies for the acquisition of Jefferson Island Storage & Hub (JISH). AGLR acquired JISH on October 1, 2004. |
(j) | Formed in anticipation of the acquisition of NUI Corporation. |
4 | ||
|
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 |
$ 61 |
-- |
-- |
$ 61 |
SEM |
Virginia Natural Gas, Inc. |
Gas procurement, scheduling and other |
37 |
-- |
-- |
37 |
SEM |
Chattanooga Gas Company |
Gas procurement, scheduling and other |
46 |
-- |
-- |
46 |
SEM |
AGL Networks, LLC |
Gas procurement, scheduling and other |
5 |
-- |
-- |
5 |
SEM |
Atlanta Gas Light Company |
Gas Transmission Storage Management |
2,906 |
-- |
-- |
2,906 |
(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. |
5 | ||
|
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) |
$ 432 |
$ 807 |
$ 31 |
$ 1,270 |
AGSC |
GNG |
Support (e) |
56 |
648 |
40 |
744 |
AGSC |
Pivotal Propane of Virginia, Inc. |
Support (d) |
17 |
2 |
-- |
19 |
AGSC |
AGL Peaking |
Support (d) |
-- |
1 |
-- |
1 |
AGSC |
Pivotal Energy Services, Inc. |
Support (d) |
7 |
-- |
-- |
7 |
(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 will be provided by Form U-13-60. |
(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 will be provided by Form U-13-60. |
(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 will be provided by Form U-13-60. |
6 | ||
|
Investments in energy-related companies (in thousands): |
||||
Total consolidated capitalization of AGL Resources as of September 30, 2004 (1) |
$2,284,804 |
Line 1 | ||
Total capitalization multiplied by 15% (Line 1 multiplied by 0.15) |
342,721 |
Line 2 | ||
Greater of $50 million or line 2 |
$342,721 |
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) |
$342,721 |
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) |
(8,342) |
|||
Southeastern LNG, Inc. (3) |
(7) |
|||
Pivotal Energy Services, Inc. |
16 |
|||
GNG (includes SouthStar) (4) |
69,107 |
|||
Pivotal Propane of Virginia, Inc. |
14,505 |
|||
AGL Peaking |
3,870 |
|||
Total current aggregate investment |
79,149 |
|||
(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 September 30, 2004 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 SouthStars accounts with GNGs accounts in AGL Resources condensed consolidated financial statements. AGL Resources recorded Piedmonts portion of SouthStars capital as a minority interest on the condensed consolidated balance sheet in the amount of $30 million as of September 30, 2004. |
7 | ||
|
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. and AGL Peaking as of September 30, 2004 (Submitted under confidential treatment request pursuant to Rule 104(b))
|
Exhibit 1.2 |
Balance Sheet of SouthStar as of September 30, 2004 (Submitted under confidential treatment request pursuant to Rule 104(b))
|
Exhibit 2.1 |
Income Statements for the Three Months and Nine Months Ended September 30, 2004 for Sequent; SEM; Sequent Holdings, LLC; Southeastern LNG, Inc.; Pivotal Energy Services, Inc.; GNG; Pivotal Propane of Virginia, Inc. and AGL Peaking (Submitted under confidential treatment request pursuant to Rule 104(b))
|
Exhibit 2.2 |
Income Statements for the Three Months and Nine Months Ended September 30, 2004 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.
|
8 | ||
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AGL RESOURCES INC. | |
By: /s/ Bryan E. Seas | |
Bryan E. Seas | |
Vice President and Controller |
9 | ||
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A Financial Statements | |
B Exhibits | |
Exhibit 3 |
The certificate as to filing with interested state commissions is attached hereto as Exhibit 3.
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10 |