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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 December 31, 2002




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




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Table of Contents



  

Page

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









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ITEM 1 - ORGANIZATION CHART



Name of Reporting Company

Energy or Gas Related Company

Date of Organization

State of Incorporation

% of Voting Securities Held

Nature of Business

AGL Resources Inc.

     

Sequent Energy Management, LP

Energy related

September 29, 2001

Georgia

100%

(a)

Georgia Natural Gas Company

Gas related

September 10, 1996

Georgia

100%

(b)

SouthStar Energy Services, LLC

Gas related

July 13, 1998

Delaware

33%

(c)

AGL Peaking Services, Inc.  *

Energy related

November 21, 1997

Georgia

100%

(d)


(a)

Sequent Energy Management, LP (“Sequent”), successor to AGL Energy Services, Inc. (a Georgia corporation organized July 31, 1996), is an asset optimization, gas supply services, and wholesale marketing and risk management subsidiary.

(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.  

(c)

SouthStar offers a combination of unregulated energy products and services to industrial, commercial and residential customers in the southeastern United States.  

(d)

During September 2001, AGL Peaking Services, Inc. (“AGL Peaking”) terminated its investment 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.

*

This company was inactive during the reporting period ended December 31, 2002.



ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS



None



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ITEM 3 - ASSOCIATE TRANSACTIONS



Part I - Transactions Performed by Reporting Companies on Behalf of Associate Companies (in thousands)



Reporting Company Rendering Services

Associate Company Receiving Service (e)

Types of Services Rendered

Direct Costs Charged

Indirect Costs Charged

Cost of Capital

Total Amount Billed

Sequent

Atlanta Gas Light Company

Gas supply management services


$ 86


--


--


$ 86

Sequent

Virginia Natural Gas, Inc.

Gas supply management services


$ 109


--


--


$ 109

Sequent

Chattanooga Gas Company

Gas supply management services


$ 46


--


--


$ 46


(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.



Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies (in thousands)



Associate Company Rendering Services

Reporting Company Receiving Service

Types of Services Rendered

Direct Costs Charged

Indirect Costs Charged

Cost of Capital

Total Amount Billed

AGSC

Sequent

Support (f)

$ 576

$ 413

$ 12

$ 1,001

AGSC

GNG

Support (g)

$ 18

$ 21

$ 1

$ 40

AGSC

AGL Peaking

Support (h)

 -  

$ 2

 -  

$ 2



(a)

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.

(b)

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.

(c)

AGL Peaking receives support services from 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.



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ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT




Investments in energy-related companies (in thousands):


 

Total consolidated capitalization of AGL Resources as of December 31, 2002 (1)

$2,122,995

Line 1

Total capitalization multiplied by 15% (Line 1 multiplied by 0.15)

318,449

Line 2

Greater of $50 million or line 2

318,449

Line 3

Total current aggregate investment (2)


 
 

(categorized by major line of energy-related business)



 
 

Sequent

(31,836)


 
 

AGL Peaking

4,917


 
 

Total current aggregate investment


(26,919)

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)



345,368

 

Investments in gas-related companies (in thousands):


 

Total current aggregate investment


 
 

(categorized by major line of gas-related business)



 
 

GNG (3)

25,247


 
 

SouthStar (4)

44,611


 
 

Total current aggregate investment


69,858

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)



248,591

 
 


 

(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 investment in subsidiary, net intercompany receivable (payable)

balance including money pool, and retained earnings of subsidiary.

(3) Total current aggregate investment consists of investment in subsidiary and net intercompany receivable

(payable) balance including money pool.

(4) Total current aggregate investment consists of investment and equity in joint venture.


ITEM 5 - OTHER INVESTMENTS


Major Line of Energy-Related Business

Other Investment in Last U-9C-3 Report

Other Investment in this U-9C-3 Report

Reason for Difference in Other Investment


None



ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS


Exhibit I -

Balance Sheets of Sequent, GNG, and AGL Peaking as of December 31, 2002 (Submitted under confidential treatment request pursuant to Rule 104(b))

Exhibit Ia -

Balance Sheet of SouthStar as of December 31, 2002 (Submitted under confidential treatment request pursuant to Rule 104(b))

Exhibit II -

Income Statement for the Three Months Ended December 31, 2002 for Sequent, GNG and AGL Peaking (Submitted under confidential treatment request pursuant to Rule 104(b))

Exhibit IIa -

Income Statement for the Three Months Ended December 31, 2002 for SouthStar (Submitted under confidential treatment request pursuant to Rule 104(b))

Exhibit III -

The certificate as to filing with interested state commissions is attached hereto as Exhibit III.



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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


February 28, 2003



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