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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, AS AMENDED


For the Quarter Ended December 31, 2003




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




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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

3-4

Item 4.

Summary of Aggregate Investment

5

Item 5.

Other Investments

5

Item 6.

Financial Statements and Exhibits

6

 

SIGNATURE

7









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ITEM 1 - ORGANIZATION CHART


Item 1 is omitted for the fourth quarter pursuant to instructions for Form U-9C-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 December 31, 2003.




ITEM 3 - ASSOCIATE TRANSACTIONS


Part I - Transactions Performed by Reporting Companies on Behalf of Associate Companies for the Quarter Ended December 31, 2003 (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

$ 34

--

--

$ 34

SEM

Virginia Natural Gas, Inc.

Gas procurement, scheduling and other

54

--

--

54

SEM

Chattanooga Gas Company

Gas procurement, scheduling and other

25

--

--

25

SEM

GNG

Management and administrative payroll

4

--

--

4

SEM

AGL Networks, LLC

Management and administrative payroll

26

--

--

26

SEM

Atlanta Gas Light Company

Gas Transmission Storage Management

**

**

**

**

SEM

Virginia Natural Gas, Inc.

Gas Transmission Storage Management

**

**

**

**

SEM

Chattanooga Gas Company

Gas Transmission Storage Management

**

**

**

**


(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.

**

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.



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Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies for the Quarter Ended December 31, 2003 (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)

$ 975

$ 468

$ 11

$ 1,454

AGSC

Southeastern LNG, Inc.

Support (d)

8

-  

 -  

8

AGSC

GNG

Support (e)

124

11

1

136

AGSC

Pivotal Propane of Virginia, Inc.

Support (f)

5

-  

 -  

5

AGSC

AGL Peaking

Support (g)

 -  

1

 -  

1


(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)

Southeastern LNG, Inc. 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.

(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.

(f)

Pivotal Propane of Virginia, Inc. 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.

(g)

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, 2003 (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)

(9,518)


 
 

GNG

28,984


 
 

SouthStar (4)

70,896


 
 

AGL Peaking

4,952


 
 

Pivotal Propane of Virginia, Inc.

198


 
 

Southeastern LNG, Inc.

13


 

Total current aggregate investment


95,525

 
 


  

(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) The aggregate investment in the Sequent organization as of December 31, 2003 is negative because Sequent has a net intercompany receivable.

(4) GNG’s portion of SouthStar’s owner’s equity.




ITEM 5 - OTHER INVESTMENTS


None.




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ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS


A

Financial Statements

Exhibit 1.1

Balance Sheets of Sequent; SEM; Sequent Holdings, LLC; Southeastern LNG, Inc.; GNG, and AGL Peaking as of December 31, 2003 (Submitted under confidential treatment request pursuant to Rule 104(b))

Exhibit 1.2

Balance Sheet of SouthStar as of December 31, 2003

Exhibit 2.1

Income Statements for the Three Months and Twelve Months Ended December 31, 2003 for Sequent; SEM; Southeastern LNG, Inc.; GNG and AGL Peaking (Submitted under confidential treatment request pursuant to Rule 104(b))

Exhibit 2.2

Income Statements for the Twelve Months Ended December 31, 2003 for SouthStar

B

Exhibits

Exhibit 3

The certificate as to filing with interested state commissions is attached hereto as Exhibit 3.

Exhibit 4

Services Agreement by and between AGL Services Company and Sequent Energy Management, L.P., effective April 1, 2003 (Submitted under confidential treatment request pursuant to Rule 104(b))

Exhibit 5

Asset Optimization and Agency Agreement by and between Atlanta Gas Light Company and Sequent Energy Management, L.P., effective January 1, 2003 (Submitted under confidential treatment request pursuant to Rule 104(b))



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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, as amended.


 

AGL RESOURCES INC.

  
 

By:  /s/ Bryan E. Seas

  
 

Bryan E. Seas

 

Vice President and Controller


March 26, 2004



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EXHIBIT INDEX


A

Financial Statements

Exhibit 1.2

Balance Sheet of SouthStar as of December 31, 2003

Exhibit 2.2

Income Statements for the Twelve Months Ended December 31, 2003 for SouthStar

B

Exhibits

Exhibit 3

The certificate as to filing with interested state commissions is attached hereto as Exhibit 3.





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