Page
|
||
Item
1.
|
Organization
Chart
|
3-4
|
Item
2.
|
Issuances
and Renewals of Securities and Capital Contributions
|
4
|
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
|
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
|
100%
|
Inactive
|
|||||
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)
|
|||||
Jefferson
Island Storage & Hub, LLC (JISH)
|
Gas
|
08/15/1996
|
Delaware
|
100%
|
(e)
|
|||||
Georgia
Natural Gas Company (GNG)
|
Gas
|
06/10/1996
|
Georgia
|
100%
|
(f)
|
|||||
SouthStar
Energy Services, LLC (SouthStar)
|
Gas
|
07/13/1998
|
Delaware
|
50%
|
(g)
|
|||||
TES,
Inc. *
|
Gas
|
10/15/1996
|
Georgia
|
100%
|
Inactive
|
|||||
Pivotal
Propane of Virginia, Inc.
|
Gas
|
09/26/2003
|
Delaware
|
100%
|
(h)
|
|||||
Atlanta
Gas Light Services, Inc. *
|
Gas
|
06/10/1968
|
Georgia
|
100%
|
Inactive
|
|||||
Georgia
Natural Gas Services, Inc. *
|
Gas
|
09/24/1998
|
Georgia
|
100%
|
Inactive
|
|||||
AGL
Peaking Services, Inc. *
|
Gas
|
11/21/1997
|
Georgia
|
100%
|
(i)
|
|||||
AGL
Interstate Pipeline Company *
|
Gas
|
11/21/1997
|
Georgia
|
100%
|
Disolved
|
|||||
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
|
06/08/2000
|
Delaware
|
100%
|
(k)
|
|||||
Virginia
Gas Distribution Company
|
Gas
|
06/04/1992
|
Virginia
|
100%
|
(k)
|
|||||
Virginia
Gas Storage Company
|
Gas
|
06/03/1992
|
Virginia
|
(k)
|
(k)
|
|||||
Virginia
Gas Pipeline Company
|
Gas
|
10/14/1994
|
Virginia
|
(k)
|
(k)
|
|||||
NUI
Saltville Storage, Inc.
|
Gas
|
05/14/2001
|
Delaware
|
(k)
|
(k)
|
|||||
NUI
Storage, Inc.
|
Gas
|
07/25/2002
|
Delaware
|
100%
|
(l)
|
|||||
NUI
Richton Storage, Inc.
|
Gas
|
07/31/2002
|
Delaware
|
100%
|
(l)
|
|||||
Richton
Gas Storage Company, L.L.C.
|
Gas
|
08/01/2002
|
Delaware
|
100%
|
(l)
|
(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 services.
|
(g) |
SouthStar
is the largest retail marketer of natural gas in Georgia with a
market
share of approximately 35% 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. Pivotal Propane of Virginia became operational in
April
2005.
|
(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
and
Florida City Gas, based in New Jersey, Maryland and Florida, respectively.
|
(k) |
Virginia
Gas Company includes the operations of Virginia Gas Pipeline Company,
Virginia Gas Storage Company and Virginia Gas Distribution Company,
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. AGL Resources completed the sale of those assets
on August
10, 2005. On August 25, 2005 AGL Resources executed an agreement to
sell Virginia Gas Distribution Company to ANGD
LLC.
|
(l) |
NUI
Storage, Inc., which includes operations of NUI Richton Storage
Inc. and
Richton Gas Storage Company L.L.C., were acquired as part of AGL
Resources’ acquisition of NUI Corporation and its subsidiaries in November
2004.
|
Reporting
Company Rendering Services
|
Associate
Company Receiving Services
(a)
|
Types
of Services Rendered
|
Direct
Costs Charged
|
Indirect
Costs Charged
|
Cost
of Capital
|
Total
Amount Billed
|
|||||||||||||
SEM
|
Atlanta
Gas Light Company
|
Gas
procurement, scheduling and other
|
(b) |
$
|
44
|
$
|
--
|
$
|
--
|
$
|
44
|
||||||||
SEM
|
Virginia
Natural Gas, Inc.
|
Gas
procurement, scheduling and other
|
(b) |
35
|
--
|
--
|
35
|
||||||||||||
SEM
|
Chattanooga
Gas Company
|
Gas
procurement, scheduling and other
|
(b) |
25
|
--
|
--
|
25
|
||||||||||||
SEM
|
AGL
Networks, LLC
|
Information
Systems Support Services
|
6
|
--
|
--
|
6
|
|||||||||||||
SEM
|
Elizabethtown
Gas
|
Gas
Transmission Storage Management
|
(b) |
34
|
--
|
--
|
34
|
||||||||||||
SEM
|
Pivotal
Propane of Virginia
|
Information
Systems Support Services
|
7
|
--
|
--
|
7
|
|||||||||||||
SEM
|
Florida
City Gas
|
Gas
Transmission Storage Management
|
(b) |
9
|
--
|
--
|
9
|
||||||||||||
SEM
|
Elkton
Gas
|
Gas
Transmission Storage Management
|
(b) |
3
|
--
|
--
|
3
|
(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 regulatory
commissions.
|
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
|
)
|
$
|
581
|
$
|
1,394
|
$
|
57
|
$
|
2,032
|
||||||||
AGSC
|
GNG
|
Support
(e
|
)
|
139
|
664
|
52
|
855
|
||||||||||||
AGSC
|
Pivotal
Propane of Virginia, Inc.
|
Support
(d)(f
|
)
|
111
|
46
|
1
|
158
|
||||||||||||
AGSC
|
AGL
Peaking Services, Inc.
|
Support
(d
|
)
|
-
|
1
|
-
|
1
|
||||||||||||
AGSC
|
PJISH
|
Support
(d
|
)
|
14
|
261
|
-
|
275
|
||||||||||||
AGSC
|
NUI
Storage, Inc.
|
Support
(d
|
)
|
2
|
30
|
-
|
32
|
||||||||||||
AGSC
|
Virginia
Gas Pipeline
|
Support
(d
|
)
|
7
|
84
|
-
|
91
|
||||||||||||
AGSC
|
Virginia
Gas Distribution
|
Support
(d
|
)
|
35
|
26
|
-
|
61
|
||||||||||||
AGSC
|
Pivotal
Energy Services, Inc.
|
Support
(d
|
)
|
43
|
1
|
-
|
44
|
||||||||||||
AGSC
|
Virginia
Gas Company
|
Support
(d
|
)
|
7
|
(23
|
)
|
-
|
(16
|
)
|
||||||||||
NUI
Utilities, Inc.
|
NUI
Storage, Inc.
|
Support
(g
|
)
|
-
|
2
|
-
|
2
|
||||||||||||
NUI
Utilities, Inc.
|
Virginia
Gas Pipeline
|
Support
(g
|
)
|
-
|
8
|
-
|
8
|
||||||||||||
NUI
Utilities, Inc.
|
Virginia
Gas Distribution
|
Support
(g
|
)
|
-
|
3
|
-
|
3
|
||||||||||||
NUI
Utilities, Inc.
|
Virginia
Gas Company
|
Support
(g
|
)
|
-
|
60
|
-
|
60
|
Total
consolidated capitalization of AGL Resources as of September 30,
2005
(1)
|
$
|
3,443,166
|
Line
1
|
|||||||
Total
capitalization multiplied by 15% (Line 1 multiplied by 0.15)
|
516,475
|
|
Line
2
|
|||||||
Greater
of $50 million or line 2
|
$
|
516,475
|
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)
|
$
|
516,475
|
Line
5
|
|||||||
Investments
in gas-related companies (dollars in thousands):
|
||||||||||
Total
current aggregate investment (2)
(categorized
by major line of gas-related business)
|
||||||||||
Sequent
organization
|
$
|
4,322
|
||||||||
Southeastern
LNG, Inc. (3)
|
(10
|
)
|
|
|||||||
Pivotal
Energy Services, Inc.
|
84
|
|
||||||||
GNG
(includes SouthStar) (4)
|
51,698
|
|||||||||
Pivotal
Propane of Virginia, Inc.
|
32,935
|
|||||||||
AGL
Peaking Services, Inc.
|
3,901
|
|||||||||
Pivotal
Jefferson Island Storage & Hub, LLC
|
84,656
|
|||||||||
NUI
Saltville Storage, Inc.
|
4,170
|
|||||||||
NUI
Storage, Inc.
|
771
|
|||||||||
Virginia
Gas Pipeline
|
6,584
|
|||||||||
Virginia
Gas Company
|
21,021
|
|||||||||
Virginia
Gas Distribution (3)
|
(3,896
|
)
|
||||||||
Total
current aggregate investment
|
$ |
206,236
|
||||||||
(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, 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 $31 million as of September 30,
2005.
|
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
September 30, 2005 (Submitted under confidential treatment request
pursuant to Rule 104(b))
|
Exhibit
1.2
|
Balance
Sheet of SouthStar as of September 30, 2005 (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, 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 and Nine Months Ended September
30, 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.
|
AGL
RESOURCES INC.
|
|
By:
/s/
Bryan E. Seas
|
|
Bryan
E. Seas
|
|
Vice
President, Controller and Chief Accounting
Officer
|
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
September 30, 2005 (Submitted under confidential treatment request
pursuant to Rule 104(b))
|
Exhibit
1.2
|
Balance
Sheet of SouthStar as of September 30, 2005 (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, 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 and Nine Months Ended September
30, 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.
|