Back to GetFilings.com
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1998 Commission File Number 1-14174
AGL RESOURCES INC.
(Exact name of registrant as specified in its charter)
Georgia 58-2210952
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
303 Peachtree Street, N.E., Atlanta, Georgia
30308 404-584-9470
(Address and zip code of (Registrant's telephone
principal executive offices) number, including
area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Class Name of Exchange on which registered
-------------- ------------------------------------
Common Stock, $5 Par Value New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes x No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]
Aggregate market value of common stock held by non-affiliates of the
registrant, computed by reference to the closing price of such stock as of
December 1, 1998: $1,250,607,052.
The number of shares of Common Stock outstanding as of December 1, 1998 was
57,389,114 shares.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the 1998 Annual Report to Shareholders for AGL Resources Inc. for
the fiscal year ended September 30, 1998 (Annual Report) are incorporated herein
by reference in Parts I and II and portions of the Proxy Statement for the
1999 Annual Meeting of Shareholders (Proxy Statement) are incorporated herein
by reference in Part III.
TABLE OF CONTENTS
Page
PART I
Item 1. Business......................................................................................... 1
Item 2. Properties....................................................................................... 15
Item 3. Legal Proceedings................................................................................ 15
Item 4. Submission of Matters to a Vote of Security Holders.............................................. 15
Item 4.(A). Executive Officers of the Registrant............................................................. 16
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters........................................................................................ 17
Item 6. Selected Financial Data.......................................................................... 17
Item 7. Management's Discussion and Analysis of Results of Operations and
Financial Condition............................................................................ 17
Item 7.(A). Quantitative and Qualitative Disclosure About Market Risk........................................ 17
Item 8. Financial Statements and Supplementary Data...................................................... 18
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure........................................................................... 18
PART III
Item 10. Directors and Executive Officers of the Registrant............................................... 19
Item 11. Executive Compensation........................................................................... 19
Item 12. Security Ownership of Certain Beneficial Owners and Management................................... 19
Item 13. Certain Relationships and Related Transactions................................................... 19
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K................................ 20
Signatures .................................................................................................. 30
PART I
ITEM 1. BUSINESS
Forward-Looking Statements
Portions of the information contained in this Form 10-K contain forward
looking statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934, and AGL Resources
Inc. intends that such forward-looking statements be subject to the safe harbors
created thereby. Although AGL Resources Inc. believes that its expectations are
based on reasonable assumptions, it can give no assurance that such expectations
will be achieved.
Important factors that could cause actual results to differ materially
from those in the forward-looking statements include, but are not limited to,
the following:
- changes in price and demand for natural gas and related products;
- the impact of changes in state and federal legislation and
regulation on both the gas and electric industries;
- the effects of competition, particularly in markets where prices
and providers historically have been regulated;
- uncertainties about environmental issues;
- changes in accounting policies and practices;
- interest rate fluctuations; and
- changes in financial market conditions.
Business Overview
General. Following shareholder and regulatory approval on
March 6, 1996, AGL Resources Inc. became the holding company for:
- Atlanta Gas Light Company (AGLC) and its wholly owned subsidiary,
Chattanooga Gas Company (Chattanooga), which are local natural gas
distribution utilities; and
- several nonutility subsidiaries.
We collectively refer to AGL Resources Inc. and its subsidiaries as
"AGL Resources."
AGL Resources' consolidated operating revenues during the fiscal year
ended September 30, 1998, were $1.34 billion, of which $1.28 billion
(approximately 96%) was derived from the operations of AGLC and Chattanooga. See
Gas Sales and Statistics below.
Utility Business. AGLC conducts our primary business: the distribution of
natural gas in Georgia, including the Atlanta, Athens, Augusta, Brunswick,
Macon, Rome, Savannah, and Valdosta areas and in Tennessee, including the
Chattanooga and Cleveland areas. The Georgia Public Service Commission (GPSC)
regulates AGLC, and the Tennessee Regulatory Authority (TRA) regulates
Chattanooga. AGLC comprises substantially all of AGL Resources' assets,
revenues, and earnings. When we discuss the operations and activities of AGLC
and Chattanooga, we refer to them, collectively, as the utility.
The utility supplied natural gas service to an average of approximately
1.46 million customers in fiscal 1998. This represents an increase of
approximately 35,000, or 2.5%, in the average number of customers served over
the prior year. Substantially all of this growth was in the residential and
small commercial service categories.
1
The utility holds franchises, permits, certificates and rights without
any substantial restrictions which management believes are sufficient for the
operation of its properties and adequate for the operation of its gas
distribution business.
Under Georgia's Natural Gas Competition and Deregulation Act, AGLC
elected to unbundle, or separate, the various components of its services to its
customers. As a result, numerous changes have occurred with respect to the
services being offered by AGLC and with respect to the manner in which AGLC
prices and accounts for those services. Consequently, AGLC's future expenses and
revenues will not follow the same pattern as they have historically.
Pursuant to Georgia's Natural Gas Competition and Deregulation Act,
regulated rates ended on October 6, 1998 for natural gas commodity sales to AGLC
customers. Consequently, AGLC will no longer defer any over-recoveries or
under-recoveries of gas costs and will refund to customers the over-recovery
that existed when the purchased gas adjustment (PGA) provisions were
deregulated.
Going forward, AGLC intends to design its prices for deregulated gas
sales in a manner that, at a minimum, will allow it to recover its annual gas
costs. Accordingly, substantial changes to future quarterly statements of income
are expected from this new regulatory approach. AGLC intends to recover all its
gas costs through the prices it will establish such that on an annual basis it
recovers, at a minimum, the actual costs of acquiring gas supplies for sales
services.
As part of the GPSC's rate case ruling, AGLC began billing customers on
July 1, 1998, under a rate structure that recovers nongas costs evenly
throughout the year consistent with the way the costs are incurred. The effect
of the new rate structure will be to levelize on a quarter-to-quarter basis the
revenues collected by AGLC for gas delivery services rendered by the utility.
Prior to July 1, rates to provide distribution service were based principally on
the amount of gas customers used. Therefore, total distribution rates were
typically lower in the summer when customers used less gas, and higher in the
winter when customers used more gas. Going forward, AGLC will collect such rates
evenly throughout the year regardless of volumetric summer and winter
differences in gas usage.
In addition, there are other AGLC revenues that reflect costs associated
with services deemed ancillary to distribution service that will change as
customers select a marketer for sales service. For example, as customers choose
a marketer, the associated revenues to AGLC for billing, billing inquiries,
payment collection, payment processing, and possibly meter reading will decrease
if those services are provided by the marketer. The regulatory provisions
provide for a reduction in the revenues associated with those services as AGLC
has the opportunity to avoid such future costs. Consequently, those provisions
will reduce some of the regulated revenue and associated expenses for AGLC.
2
Nonutility Business. AGL Resources also operates the following wholly
owned nonutility subsidiaries:
- AGL Energy Services, Inc., a gas supply services company that has
one wholly owned nonutility subsidiary, Georgia Gas Company;
- AGL Interstate Pipeline Company which owns a 50% interest in
Cumberland Pipeline Company; Cumberland Pipeline Company is
expected to provide interstate pipeline services to customers in
Georgia and Tennessee beginning November 1, 2000;
- AGL Investments, Inc., which was established to develop and
manage certain nonutility businesses including:
* AGL Gas Marketing, Inc., which owns a 35% interest in Sonat
Marketing, L.P.; Sonat Marketing, L.P. engages in wholesale
and retail natural gas trading;
* AGL Power Services, Inc., which owns a 35% interest in Sonat
Power Marketing, L.P.; Sonat Power Marketing, L.P. engages in
wholesale power trading;
* AGL Propane, Inc., which engages in the sale of propane and
related products and services;
* Trustees Investments, Inc., which owns Trustees Gardens, a
residential and retail development located in Savannah,
Georgia; and
* Utilipro, Inc., which engages in the sale of integrated
customer care solutions to energy marketers; and
- AGL Peaking Services, Inc., which owns a 50% interest in Etowah
LNG Company LLC; Etowah LNG Company LLC is a joint venture with
Southern Natural Gas Company and was formed for the purpose of
constructing, owning, and operating a liquefied natural gas
peaking facility.
- Atlanta Gas Light Services, Inc., a retail energy marketing
company which owns an interest in SouthStar Energy Services, LLC;
SouthStar Energy Services, LLC was established to sell natural
gas, propane, fuel oil, electricity, and related services in the
Southeast.
Information pertaining to the investments in joint ventures and recent
acquisitions by AGL Resources' nonutility businesses is contained in Note 14,
"Joint Ventures and Nonutility Acquisitions," included in the Notes to
Consolidated Financial Statements in the Annual Report and is incorporated
herein by reference.
3
Gas Sales and Statistics
- ----------------------------------------------------------------------------------------------------------------------
For the years ended September 30,
--------------------------------------------------------------------
1998 1997 1996 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------------------
Operating Revenues (Millions of Dollars)
Sales of natural gas
Residential $ 775.9 $ 728.5 $ 708.8 $ 610.6 $ 700.7 $ 658.2
Commercial 294.1 290.9 288.8 243.2 285.8 268.1
Industrial 152.6 148.0 178.8 169.4 172.1 154.2
Transportation revenues 34.8 28.5 21.5 23.9 22.6 33.8
Miscellaneous revenues 21.4 20.2 19.7 15.9 18.7 16.0
- ----------------------------------------------------------------------------------------------------------------------
Total utility operating revenues 1,278.8 1,216.1 1,217.6 1,063.0 1,199.9 1,130.3
- ----------------------------------------------------------------------------------------------------------------------
Other operating revenues 59.8 71.5 11.0 5.5
- ----------------------------------------------------------------------------------------------------------------------
Total operating revenues $ 1,338.6 $ 1,287.6 $ 1,228.6 $ 1,068.5 $ 1,199.9 $ 1,130.3
- ----------------------------------------------------------------------------------------------------------------------
Utility Throughput
Therms sold (Millions)
Residential 1,084.9 986.1 1,165.4 916.8 1,003.1 1,001.4
Commercial 467.8 455.5 538.2 454.0 478.9 478.5
Industrial 438.1 344.9 449.6 526.0 424.8 388.7
Therms transported 1,310.6 1,014.5 738.7 722.8 697.4 795.6
- ----------------------------------------------------------------------------------------------------------------------
Total utility throughput 3,301.4 2,801.0 2,891.9 2,619.6 2,604.2 2,664.2
- ----------------------------------------------------------------------------------------------------------------------
Average Utility Customers (Thousands)
Residential 1,351.5 1,319.0 1,289.4 1,250.4 1,215.2 1,182.7
Commercial 107.4 104.5 102.5 100.0 98.0 95.7
Industrial 2.6 2.7 2.6 2.6 2.5 2.5
- ----------------------------------------------------------------------------------------------------------------------
Total 1,461.5 1,426.2 1,394.5 1,353.0 1,315.7 1,280.9
- ----------------------------------------------------------------------------------------------------------------------
Sales, Per Average Residential
Utility Customer
Gas sold (Therms) 803 748 904 733 825 847
Revenue $574.10 $552.00 $550.00 $488.32 $576.61 $556.52
Revenue per therm (cents) 71.5 73.9 60.8 66.6 69.9 65.7
Degree Days - Atlanta Area
30-year normal 2,991 2,991 2,991 2,991 2,991 3,021
Actual 3,078 2,402 3,191 2,121 2,565 2,852
Percentage of actual to 30-year normal 102.9 80.3 106.7 70.9 85.8 94.4
Gas Account (Millions of Therms)
Natural gas purchased 1,459.1 1,323.4 1,632.9 1,406.9 1,453.6 1,629.9
Natural gas withdrawn from storage 604.7 472.4 596.0 520.7 500.3 276.4
Natural gas transported 1,310.8 1,014.5 738.7 722.8 697.4 795.6
- ----------------------------------------------------------------------------------------------------------------------
Total send-out 3,374.6 2,810.3 2,967.6 2,650.4 2,651.3 2,701.9
Less
Unaccounted for 66.2 1.3 60.4 20.4 37.2 29.0
Company use 7.0 8.0 15.3 10.4 9.9 8.7
- ----------------------------------------------------------------------------------------------------------------------
Sold and transported
to utility customers 3,301.4 2,801.0 2,891.9 2,619.6 2,604.2 2,664.2
- ----------------------------------------------------------------------------------------------------------------------
Cost of Gas (Millions of Dollars)
Natural gas purchased $ 558.8 $ 532.5 $ 547.1 $ 389.4 $ 550.1 $ 595.7
Natural gas withdrawn from storage 203.7 175.7 171.6 182.4 186.7 105.3
- ----------------------------------------------------------------------------------------------------------------------
Cost of gas - utility operations 762.5 708.2 718.7 571.8 736.8 701.0
- ----------------------------------------------------------------------------------------------------------------------
Cost of gas - other 33.5 58.3 6.8 2.3
- ----------------------------------------------------------------------------------------------------------------------
Total cost of gas $ 796.0 $ 766.5 $ 725.5 $ 574.1 $ 736.8 $ 701.0
- ----------------------------------------------------------------------------------------------------------------------
Utility Plant - End of Year
(Millions of Dollars)
Gross plant $ 2,133.5 $ 2,069.1 $ 1,969.0 $ 1,919.9 $ 1,833.2 $ 1,740.6
Net plant $ 1,452.6 $ 1,420.3 $ 1,361.2 $ 1,336.6 $ 1,279.6 $ 1,217.9
Gross plant investment per utility
customer (Thousands of Dollars) $ 1.5 $ 1.5 $ 1.4 $ 1.4 $ 1.4 $ 1.4
Capital Expenditures (Millions of Dollars) $ 118.2 $ 147.7 $ 132.5 $ 121.7 $ 122.5 $ 122.2
Gas Mains - Miles of 3" Equivalent 30,753 30,261 29,045 28,520 27,972 27,390
Employees - Average 3,024 2,986 2,942 3,249 3,764 3,764
Average Btu Content of Natural Gas 1,028 1,024 1,024 1,027 1,032 1,027
- ----------------------------------------------------------------------------------------------------------------------
4
Gas Supply Services
General. In 1992, the Federal Energy Regulatory Commission (FERC)
issued Order 636, which increased gas users' ability to choose various gas
purchasing, transportation, brokering, and storage options. Consequently, we now
buy all gas that we resell directly from various suppliers (rather than pipeline
companies)and arrange separately for transportation and storage. We offer gas
for sale to our residential customers on a firm basis, and to our commercial and
industrial customers on a firm or interruptible basis. Alternatively, we can
transport gas for our customers. We also participate in the interstate
markets, by releasing pipeline capacity or bundling pipeline capacity with gas
for off-system sales.
During fiscal year 1998, AGLC bought and sold natural gas under a gas
supply plan that was regulated by the GPSC. Pursuant to Georgia's Natural Gas
Competition and Deregulation Act, regulated rates ended on October 6, 1998 for
natural gas commodity sales to AGLC customers. During the transition period
contemplated by Georgia's Natural Gas Competition and Deregulation Act, AGLC
will continue to sell natural gas to its customers until those customers migrate
to certified natural gas marketers. Consequently, the supply of natural gas by
AGLC was a significant part of AGLC's business during fiscal year 1998 and will
continue to have a material impact on their business during fiscal year 1999.
AGLC is served directly by four interstate pipelines: Southern Natural
Gas Company (Southern), South Georgia Natural Gas Company (South Georgia),
Transcontinental Gas Pipe Line Company (Transco) and East Tennessee Natural Gas
Company (East Tennessee) in combination with its upstream pipeline, Tennessee
Gas Pipeline Company (Tennessee).
As a result of the FERC's Order 636 deregulation initiative, AGLC, along
with the nation's other local distribution companies, bear responsibility for
gas supply strategy decisions which are ultimately subject to review by state
regulatory commissions.
Gas Supply Plan Filing. Prior to the implementation of Georgia's Natural
Gas Competition and Deregulation Act, AGLC had been required by Georgia law to
submit annually for GPSC approval a proposed gas supply plan, as well as a
proposed cost recovery factor for the following year.
In September 1997, the GPSC approved AGLC's fiscal 1998 Gas Supply Plan,
which included limited gas supply hedging activities. Under that plan, AGLC was
allowed to hedge up to one-half of its estimated monthly winter wellhead
purchases. Furthermore, to help avoid price fluctuation, AGLC was able to set a
price for those purchases at an amount other than the beginning-of-the-month
index price. Because AGLC then passed on those costs directly to residential and
small commercial customers, its hedging program did not affect fiscal 1998
earnings.
On July 31, 1998, AGLC filed with the GPSC its fiscal 1999 Gas Supply
Plan (the 1999 Plan), which consisted of gas supply, transportation, and storage
options. The 1999 Plan was designed to provide reliable gas service to
residential and small commercial customers at the best cost (least cost
consistent with desired levels of reliability and flexibility). The GPSC
approved the 1999 Plan with some modifications on September 14, 1998.
Under Georgia's Natural Gas Competition and Deregulation Act, the 1999
Plan, as approved, became AGLC's first Capacity Supply Plan (Capacity Plan)
when, on October 6, 1998, the GPSC approved more than five marketers'
applications to begin selling natural gas services at market prices to Georgia
consumers. Capacity plans, which must be approved by the GPSC at least once
every three years, describe the array of interstate capacity assets selected by
AGLC to make gas available to end-use customers on its system. Rights to use
capacity assets as set forth in the Capacity Plan are assigned by AGLC to
marketers as the marketers acquire firm customers. Marketers are responsible for
paying fixed charges associated with the assigned capacity assets.
Firm Pipeline Transportation and Underground Storage. The table on the
following page shows the amount of firm transportation and describes the types
and amounts of underground storage that both AGLC and Chattanooga have elected
or been assigned under Order 636. The table also shows services that were not
affected by the implementation of Order 636.
5
Production Area Supplemental
Maximum Underground Underground
Firm Storage Maximum Storage Maximum
Transportation Withdrawal Withdrawal Expiration
DT/Day DT/Day (1) DT/Day (2) Date
------------ --------------- -------------- ---------
ATLANTA GAS LIGHT COMPANY
Southern
Firm Transportation 617,559 August 31, 2002
Firm Transportation 46,223 August 31, 2003
Firm Transportation 111,192 April 30, 2007
Firm Transportation 1,021 June 30, 2007
CSS 390,113 August 31, 2002
CSS 24,640 August 31, 2003
ANR - 50 113,000 March 31, 2003
ANR - 100 55,500 March 31, 2003
Transco
Firm Transportation 111,366 March 31, 2010
Firm Transportation 15,525 July 1, 2005
Firm Transportation 6,440 March 17, 2008
Firm Transportation 4,658 October 31, 2009
Firm Transportation 85,000 November 1, 2013
WSS 73,059 March 31, 2010
ESS 31,357 October 31, 2013
GSS 59,012 June 30, 2001 (3)
GSS 70,296 March 31, 2013 (3)
LSS 18,040 March 31, 1994 (4)
SS-1 20,918 March 31, 2008
LGA 42,975 October 31, 2002
Cove Point LNG 69,000 April 15, 2001
Supplemental Peaking 15,000 March 31, 2001
Tennessee/East Tennessee
Firm Transportation (ETN) 61,160 November 1, 2000
FS Storage 30,572 November 1, 2000
CNG 3,421 March 31, 2001
South Georgia
Firm Transportation (SGNG) 12,115 April 30, 2007
ANR - 100 708 March 31, 2003
CSS 6,906 February 28, 1999
------------ ----------- -----------
Total 1,072,259 560,068 464,449
============ =========== ===========
CHATTANOOGA GAS COMPANY
Southern
Firm Transportation 4,747 August 31, 2003
Firm Transportation 14,346 August 31, 2003
Firm Transportation 3,369 April 30, 2007
Firm Transportation 5,105 November 1, 2006
CSS 14,346 August 31, 2003
Tennessee/East Tennessee
Firm Transportation (TN) 39,792 November 1, 2000
Firm Transportation (ETN) 46,350 November 1, 2000
FS Storage 21,400 November 1, 2000
CNG 2471 March 31, 2001
------------ -----------
Total 73,917 38,217
============ ===========
(1) Production area storage requires a complementary amount of the firm
transportation capacity identified in the first column to move storage gas
withdrawals to the Company's service area.
(2) Supplemental underground storage withdrawals include delivery to the
Company's service area and do not require any of the firm transportation
capacity identified in the first column. Injections into supplemental
underground storage require incremental transportation, primarily from
transportation identified in Column 1.
(3) Expiration dates are shown for this contract although it has not yet been
executed. AGLC is operating under Natural Gas Act (NGA) certificate
authority while negotiating this contract.
(4) The Company is operating under Natural Gas Act (NGA) certificate
authority while negotiating a contract.
"DT" is an abbreviation for dekatherms.
6
Wellhead Supply. AGLC and Chattanooga have entered into firm wellhead
supply contracts for 346,940 dekatherms (DT)/day and 24,931 DT/day,
respectively, to supply their firm transportation and underground storage
capacity. AGLC and Chattanooga are finalizing contract negotiations for
additional firm wellhead supply contracts of 110,000 DT/day and 9,765 DT/day
respectively. Those contracts will be completed during the first quarter of
fiscal 1999. AGLC also purchases spot market gas as needed during the year.
Liquefied Natural Gas. To meet the demand for natural gas on the coldest
days of the winter months, AGLC must also maintain sufficient supplemental
quantities of liquefied natural gas (LNG) in its supply portfolio. AGLC's three
strategically located Georgia-based LNG plants - north and south of Atlanta and
near Macon - provide a combined maximum daily supplement of approximately
815,000 thousands of cubic feet (Mcf) and a combined usable storage capacity of
72 million gallons, equivalent to 5,952,000 Mcf. Chattanooga's LNG plant
provides a maximum daily supplement of approximately 90,000 Mcf and has a usable
storage capacity of 13 million gallons, equivalent to 1,076,000 Mcf.
Risk Management. AGLC's Gas Supply Plan for fiscal 1998 included limited
gas supply hedging activities. AGLC was authorized to begin an expanded program
to hedge up to one-half its estimated monthly winter wellhead purchases and to
establish a price for those purchases at an amount other than the
beginning-of-the-month index price. Such a program creates an additional element
of diversification and price stability. The financial results of all hedging
activities were passed through to residential and small commercial customers
under the PGA provisions of AGLC's rate schedules.
Accordingly, the hedging program did not affect our earnings.
Consistent with fiscal 1998, AGLC's Gas Supply Plan for fiscal 1999 will
include limited gas supply hedging activities. In conjunction with deregulation,
the fiscal 1999 hedging results will not pass through to residential and small
commercial customers through a regulated PGA mechanism. Accordingly, in fiscal
1999, the hedging program may affect earnings.
Beginning in November 1998, AGLC began to make public the price at which
it sells gas. AGLC also began a fixed-price option program to minimize the risk
of loss incurred as a result of gas volume and price volatility after the price
has been published. Each month before publishing the sales price, AGLC will
determine whether to enter into a fixed-price option agreement for the
respective month. In the event AGLC enters into such an agreement, it will pay a
monthly option premium based on the potential need for incremental wellhead
purchases. Such premium will fix AGLC's maximum gas purchase cost for
incremental wellhead purchases at the agreement's fixed price. Accordingly, in
the event actual gas prices on any day during the month exceed the agreement's
fixed price for the month, the option reimburses AGLC the difference in excess
of the fixed price. If the actual gas price on any day during the month is less
than the fixed price, AGLC pays the lesser price. The anticipated results of
fixed-price option agreements will be to limit the effect of gas price
volatility on earnings.
State Regulatory Matters
Unbundling and AGLC Rate Filing. Georgia's Natural Gas Competition and
Deregulation Act became law on April 14, 1997. It provides a legal framework for
comprehensive deregulation of many aspects of the natural gas business in
Georgia.
On November 26, 1997, AGLC filed the following items with the GPSC:
- a notice of AGLC's election to be subject to Georgia's Natural Gas
Competition and Deregulation Act; and
- an application to unbundle (offer separately and establish
separate rates for) the various components of AGLC's services to
its customers and to regulate distribution rates, charges,
classifications, and services under a performance-based
regulation plan.
7
After hearings were held in that proceeding, the GPSC set the rates AGLC
will charge end-use customers (during the transition to competition) and
marketers (during and after the transition to competition) for natural gas
delivery and ancillary services. Those decisions are reflected in the GPSC's
initial order of June 30, 1998. On July 10, 1998, AGLC and other parties to the
proceeding petitioned the GPSC to reconsider some issues in its initial order.
The GPSC subsequently issued partial orders on reconsidered issues on September
18, October 16, and October 22, 1998.
Key decisions adopted by the GPSC are as follows:
- a $12.75 million annual rate decrease based on a fully forecasted
future test year for the 12 months ending May 31, 1999;
- an 11% rate of return on common equity;
- the end of regulated rates for natural gas commodity sales effective
October 6, 1998;
- separate, distinct ancillary service rates for meter reading,
billing, billing inquiries, payment processing, and payment
collection based on AGLC's fully allocated costs;
- balancing services, storage services, and peaking services provided
on a separate basis;
- denial of AGLC's proposed comprehensive performance-based rate
regulation plan;
- any customer may, during the transition period, return to the
natural gas commodity sales service offered by AGLC;
- advance payment by marketers to AGLC for fixed charges for services
to be provided;
- 90% of revenues from interruptible service by AGLC will go to a
universal service fund (see explanation below), and the remaining
10% will be revenue for AGLC;
- AGLC must conduct its business so that it does not give preference
to any marketer; and
- AGLC must implement a fully operational electronic bulletin board
(EBB); the EBB provides marketers with equal and timely access to
information about the availability of distribution service to
residential and small commercial customers.
As part of the GPSC's rate case ruling, AGLC began billing customers on
July 1, 1998, under a rate structure that recovers nongas costs evenly
throughout the year consistent with the way the costs are incurred. The new rate
structure:
- provides for a level monthly charge for gas delivery service;
- provides the opportunity to grow margins at a rate more
commensurate with AGLC's above average customer growth rate;
- eliminates the need for weather normalization; and
- eliminates the adverse effects of declining use per customer, which
AGLC has experienced for the past several years.
Georgia's Natural Gas Competition and Deregulation Act provides for a
transition period before competition is fully in effect. AGLC will unbundle, or
separate, all services to its natural gas customers; allocate delivery capacity
to approved marketers who sell the gas commodity to residential and small
commercial users; and create a secondary market for large commercial and
industrial transportation capacity.
Approved marketers, including our marketing affiliate, will compete to
sell natural gas to all end-use customers at market-based prices. AGLC will
continue to deliver gas to all end-use customers through its existing pipeline
system, subject to the GPSC's continued regulation. The GPSC's order
acknowledges that under Georgia's Natural Gas Competition and Deregulation Act,
the PGA mechanism will be deregulated when at least five nonaffiliated marketers
are authorized to serve an area of Georgia. The GPSC issued more than five such
authorizations on October 6, 1998. Consequently, AGLC will no longer defer any
over-recoveries or under-recoveries of gas costs, and will refund to customers
the over-recovery that existed when the PGA mechanism was deregulated on October
6, 1998.
8
Going forward, AGLC intends to design its prices for deregulated gas
sales in a manner that, at a minimum, will allow it to recover its annual gas
costs. Even though the recovery of gas costs is not currently subject to price
regulation, the GPSC continues to regulate delivery rates, safety, access to
AGLC's system, and quality of service for all aspects of delivery service.
Generally, under Georgia's Natural Gas Competition and Deregulation Act,
the transition to full-scale competition occurs when residential and small
commercial customers who represent one-third of the peak day requirements for a
particular delivery group have voluntarily selected a marketer. When the GPSC
determines such market conditions exist, there will be a 120-day process to
notify and assign customers who have not selected a marketer. Following the
120-day period, residential and small commercial customers who have not yet
selected a marketer will be randomly assigned a marketer under the rules issued
by the GPSC.
Georgia's Natural Gas Competition and Deregulation Act provides marketing
standards and rules of business practice to ensure the benefits of a competitive
natural gas market are available to all customers on our system. It imposes on
marketers an obligation to serve end-use customers, and creates a universal
service fund. The universal service fund provides a method to fund the recovery
of marketers' uncollectible accounts, and it enables AGLC to expand its
facilities to serve the public interest.
Retail marketing companies, including our marketing affiliate, filed
separate applications with the GPSC to sell natural gas to AGLC's residential
and small commercial customers. On October 6, 1998, the GPSC approved 19
marketers' applications to begin selling natural gas services at market prices
to Georgia customers on November 1, 1998.
Chattanooga Gas Company - Rate Filing. On May 1, 1997, Chattanooga filed
a rate case with the TRA seeking an annual increase in revenues of $4.4 million.
Chattanooga sought the additional revenue in order to:
- improve and expand Chattanooga's natural gas distribution system;
- recover increased operation, maintenance and tax expenses; and
- provide a reasonable return to investors.
Hearings were held in February 1998. On July 21, 1998, the TRA voted to
direct Chattanooga to decrease rates by $1.2 million, primarily as a result of
the TRA's rejection of the proposed overhead allocation method and rejection of
proposed recovery of a previously incurred acquisition premium. Following the
TRA's October 7, 1998, written order, Chattanooga filed tariffs reflecting the
reduction in revenue for service beginning November 1, 1998.
AGLC Pipeline Safety. On January 8, 1998, the GPSC issued procedures and
set a schedule for hearings about alleged pipeline safety violations. On July
21, 1998, the GPSC approved a settlement between AGLC and the Adversary Staff of
the GPSC that details a 10-year replacement program for approximately 2,300
miles of cast iron and bare steel pipelines. Over that 10-year period, AGLC will
recover from customers the costs related to the program net of any cost savings
resulting from the replacement program.
9
Weather Normalization. The GPSC authorized a weather normalization
adjustment rider (WNAR) which was in effect during fiscal 1996, fiscal 1997, and
the first nine months of fiscal 1998. In addition, the TRA has authorized a
WNAR. WNARs are designed to offset the impact of unusually cold or warm weather
on customer billings and operating margin.
Consequently, weather normalization affected net income in the following manner:
- net income decreased by $1.2 million in fiscal 1998;
- net income increased by $16.2 million in fiscal 1997; and
- net income decreased by $4.4 million in fiscal 1996.
On June 30, 1998, the WNAR for AGLC was discontinued, since the rate
structure mandated by Georgia's Natural Gas Competition and Deregulation Act
eliminates the effect of weather-related volumetric variances on nongas cost
revenue collections. The WNAR for Chattanooga remains in effect.
Environmental. Before natural gas was available in the Southeast in the
early 1930s, AGLC manufactured gas from coal and other materials. Those
manufacturing operations were known as manufactured gas plants. Because of
recent environmental concerns, we are required to investigate possible
contamination at those plants and, if necessary, clean them up. Additional
information relating to environmental matters and disclosures is contained in
Note 12, "Environmental Matters" included in the Notes to Consolidated Financial
Statements in the Annual Report and is incorporated herein by reference.
We have two ways of recovering investigation and cleanup costs. First,
the GPSC has approved an "Environmental Response Cost Recovery Rider." It allows
us to recover our costs of investigation, testing, cleanup, and litigation.
Because of that rider, we have recorded an asset in the same amount as our
investigation and cleanup liability. The GPSC, however, is conducting hearings
about three aspects of the rider. Depending on how the GPSC rules, our
recoveries under the rider could be affected. If the GPSC were to limit
significantly our recovery under the rider, the results could be material. The
second way we could recover costs is by exercising the legal rights we believe
we have to recover a share of our costs from other corporations and from
insurance companies.
10
Federal Regulatory Matters
FERC Order 636: Transition Costs Settlement Agreements. The utility
purchases natural gas transportation and storage services from interstate
pipeline companies, and the Federal Energy Regulatory Commission (FERC)
regulates those services and the rates the interstate pipeline companies charge
the utility. During the past decade, the FERC has dramatically transformed the
natural gas industry through a series of generic orders promoting competition in
the industry. As part of that transformation, the interstate pipelines that
serve the utility have been required to:
- unbundle, or separate, their transportation and gas supply services;
and
- provide a separate transportation service - on a
nondiscriminatory basis - for the gas that is supplied by numerous
gas producers or other third parties.
The FERC is considering further revisions to its rules, including the
following:
- its policies governing secondary market transactions for use of
pipeline capacity; and
- revisions that would permit pipelines and their customers to
establish individually negotiated terms and conditions of service
that depart from generally applicable pipeline tariff rules.
The utility cannot predict whether those changes will be adopted or how
they potentially might affect it.
The FERC has required the utility, as well as other interstate pipeline
customers, to pay transition costs associated with the separation of the
suppliers' transportation and gas supply services. Based on its pipeline
suppliers' filings with the FERC, the utility estimates the total portion of its
transition costs from all its pipeline suppliers will be approximately $106.2
million. As of September 30, 1998, approximately $97.8 million of those costs
had been incurred and were being recovered from the utility's customers under
the purchased gas provisions of its rate schedules. Going forward, AGLC will
recover the majority of the remaining costs through its gas sales. A small
portion of the costs will be recovered from certificated marketers as part of
the assignment process under its unbundling plan.
The largest portion of the transition costs the utility must pay consists
of gas supply realignment costs that Southern Natural Gas Company (Southern) and
Tennessee Gas Pipeline Company (Tennessee) bill the utility. The utility and
other parties have entered restructuring settlements with Southern and Tennessee
that resolve all transition cost issues for those pipelines.
Under the Southern settlement, the utility's share of Southern's
transition costs is approximately $88 million, of which the utility incurred
$84.5 million as of September 30, 1998. Under the Tennessee settlement, the
utility's share of Tennessee's transition costs is approximately $14.7 million,
of which the utility incurred approximately $10 million as of September 30,
1998.
AGLC requested and was granted clarification and assignment waiver of
certain FERC policies concerning interstate pipeline capacity. The request was
necessary to ensure that it would be able to make certain pipeline services it
receives available to certificated marketers as part of its unbundling plan.
11
FERC Rate Proceedings. The utility is participating in various rate
proceedings before the FERC that involve its pipeline suppliers' filings for
rate changes. The proceedings typically involve numerous issues about the
pipeline's cost of providing service, allocation of costs to different services,
and rate design. A variety of cost allocation and rate design proposals
typically are advanced by the pipeline's customers, making it impossible to
forecast precisely how any given rate change will affect our operations.
During fiscal 1998, the utility was authorized to recover costs paid to
its pipeline suppliers from its customers through the purchased gas provisions
of its rate schedules. However, pursuant to Georgia's Natural Gas Competition
and Deregulation Act, regulated rates ended on October 6, 1998 for natural gas
commodity sales to AGLC customers. Therefore, going forward, AGLC intends to
recover costs related to pipeline suppliers through its prices for deregulated
gas sales such that on an annual basis it recovers, at a minimum, the actual
costs paid to pipeline suppliers. Chattanooga will continue to recover the costs
paid to its pipeline suppliers from its customers through the purchased gas
provisions of its rate schedules.
To the extent that the following cases have not been settled, the rates
filed in these proceedings have been accepted. However, they are subject to the
outcome of the FERC proceedings and could result in refunds.
Tennessee. The utility is involved in two ongoing Tennessee rate
proceedings:
- The FERC has approved a comprehensive settlement that provides
for a reduction of approximately $83 million in the cost of
service underlying Tennessee's rates that have been in effect
since July 1, 1995. The FERC's orders approving the settlement
were appealed to the United States Court of Appeals for the
District of Columbia Circuit (D.C. Circuit). On July 31, 1998,
that court sent the case back to the FERC for it to determine
whether Tennessee's rate design unlawfully hinders the development
of market centers. The utility's estimated annual reduction in
cost because of the settlement is $2.6 million; however, that
amount may change as a result of further action by the FERC on
remand from the D.C. Circuit.
- The FERC's orders, in a prior Tennessee rate case involving rate
design changes to be effective prospectively, have been appealed
to the D.C. Circuit.
Transco. AGLC is involved in three ongoing Transco rate proceedings:
- The FERC has approved a partial settlement providing for a
reduction of approximately $58 million in the cost of service
underlying Transco's rates that were in effect between September
1, 1995 and April 30, 1997. AGLC's estimated annual reduction in
cost because of the settlement is $2.4 million. The partial
settlement also reserves some issues for litigation, which is
ongoing. The FERC's orders approving the settlement have been
appealed to the D.C. Circuit.
- On June 12, 1998, the FERC issued an order approving a partial
settlement in Transco's current rate case, which provides for a
reduction of approximately $103.3 million in the cost of service
underlying Transco's rates that have been in effect since May 1,
1997. AGLC's estimated annual reduction in cost because of the
settlement is $5.5 million. The partial settlement also reserves
certain issues for litigation, which is ongoing. The FERC's order
approving that settlement is final.
- The FERC's orders in a prior Transco rate proceeding have been
appealed to the D.C. Circuit.
ANR Pipeline. On February 13, 1998, the FERC issued an order approving
a settlement that resolved ANR's rate case. The settlement authorizes AGLC to
receive reimbursement refunds for past overpayments and provides for reductions
of approximately $3.9 million in rates on a prospective basis. The FERC's order
approving the settlement is final.
Arcadian. On May 14, 1998, the United States Court of Appeals for the
Eleventh Circuit rejected AGLC's appeal to the FERC, whose earlier order had
approved a settlement between Southern and Arcadian Corporation (Arcadian)
allowing Southern to bypass AGLC's system and provide direct gas service to
Arcadian's fertilizer plant in Augusta, Georgia. The Eleventh Circuit agreed
with AGLC that the FERC should vacate specific prior orders that required
Southern to provide direct gas service to Arcadian, on the grounds that the
prior orders became moot as a result of the settlement between Southern and
Arcadian.
12
Waiver Request. On May 1, 1998, AGLC filed a request for clarification
and waiver of specific FERC policies that govern the transfer of interstate
pipeline capacity from the holders of the capacity to third parties. AGLC filed
that request so it could make the necessary interstate pipeline services
available to marketers as part of the requirements of Georgia's Natural Gas
Competition and Deregulation Act. On July 31, 1998, the FERC issued an order
that authorized AGLC to make interstate pipeline capacity available to
marketers. The order granted AGLC a limited jurisdiction blanket certificate for
one year, which became effective when it unbundled its distribution system as
required by Georgia's Natural Gas Competition and Deregulation Act.
The FERC's authorization is subject to a further filing, which AGLC
submitted on August 31, 1998. A party to the proceeding has protested that
filing. Another party opposing our request for waiver has filed a rehearing
request with FERC challenging the FERC's order.
Etowah LNG. On April 20, 1998, Etowah LNG applied with the FERC seeking
authority to construct a new LNG storage facility in Polk County, Georgia, and
to provide a liquefied natural gas peaking service. AGLC has entered a precedent
agreement to subscribe to the new liquefied natural gas peaking service upon the
FERC's authorization. Etowah LNG's application is pending before the FERC.
The utility cannot predict the outcome of those federal proceedings nor
determine the ultimate effect, if any, the proceedings may have on the utility.
Competition
Utility. The utility competes to supply natural gas to large commercial
and industrial customers. Those customers can switch to alternative fuels,
including propane, fuel and waste oils, electricity and, in some cases,
combustible wood by-products. The utility also competes to supply gas to large
commercial and industrial customers who seek to bypass our distribution system.
Before the GPSC's rate case order of June 30, 1998, AGLC was providing
service under 56 negotiated contracts with customers who had the ability to
bypass its distribution system and receive service directly from interstate
pipelines. In addition, AGLC was providing service under seven special long-term
contracts that involve competing with alternative fuels where physical bypass is
not the relevant competition. Under the regulatory structure then in place, AGLC
was allowed to recover from other customers most of the discounts associated
with such contracts.
The change in the regulatory structure associated with unbundling and
restatement of rates removed the need to recover discounts going forward.
Nevertheless, the GPSC specifically authorized AGLC to continue to enter into
future contracts if the initial term of a contract does not exceed three years
and if all such future contracts include market-out provisions. The GPSC issued
a written order setting forth its decision on May 21, 1998.
Subsequent to July 1, 1998, AGLC can price distribution services to large
commercial and industrial customers in one of three ways:
- GPSC - approved rates in AGLC's tariff;
- discounted rates - if an existing rate is not priced competitively
with a customer's competitive alternative fuel; or
- special contracts approved by the GPSC.
Additionally, interruptible customers have the option of purchasing
delivery service directly from marketers, who are authorized to use capacity on
AGLC's distribution system that is allocated to the marketers for residential
and firm small business customers, whenever such capacity is not being used for
firm customers.
13
On November 27, 1996, the TRA approved an experimental rule allowing
Chattanooga to negotiate contracts with large commercial and industrial
customers who have long-term competitive options, including bypass. The
experimental rule requires that before a large Tennessee customer is allowed a
discounted rate, both the customer and Chattanooga must request that the TRA
approve the rates requested in the contract.
On October 7, 1997, the TRA denied requests from Chattanooga and four
large customers for discounted rates - after deciding that customer bypass was
not imminent. On January 14, 1998, however, the FERC issued an order authorizing
Southern Natural Gas Company to bypass Chattanooga to serve a large industrial
customer. Chattanooga later reached a settlement with that customer to avoid
bypass.
Nonutility. We engage in several competitive, energy-related businesses,
including gas supply services, wholesale and retail propane sales, wholesale gas
and power marketing, retail energy marketing, customer care services, and the
sale of energy-related products and services for residential, commercial, and
industrial customers throughout the Southeast.
Unlike the utility, our nonutility businesses are not regulated. Our
nonutility businesses typically face competition from other companies in the
same or similar businesses. Currently, our nonutility businesses do not have a
material effect on our consolidated financial statements.
Significant Customers
In fiscal 1998, we provided services to approximately 1.5 million
customers, substantially all of which are customers of the utility. No one of
our customers accounted for more than 10% of our total revenues or operating
income in any of our three most recent fiscal years.
Year 2000
Information relating to our year 2000 plan and disclosures is contained
under the caption "Year 2000 Readiness Disclosure" included in "Management's
Discussion and Analysis of Results of Operations and Financial Condition" in the
Annual Report and is incorporated herein by reference.
Environmental Matters
Information relating to environmental matters and disclosures is
contained in Note 12, "Environmental Matters" included in the Notes to
Consolidated Financial Statements in the Annual Report and is incorporated
herein by reference.
Employees
On September 30, 1998, AGL Resources and its subsidiaries had 2,791
employees. Of that total, approximately 700 employees are covered under
collective bargaining agreements. Those agreements provided for a $500 lump sum
payment to each bargaining unit employee in 1998. Based on current pay levels,
it is anticipated that the majority of bargaining unit employees will not
receive any base pay increases until October 1999, at which time base rates are
scheduled to increase by 3.5%. The collective bargaining agreements expire in
2000 and 2001.
14
ITEM 2. PROPERTIES
AGL Resources considers its properties and the properties of its
subsidiaries to be well maintained, in good operating condition and suitable for
their intended purposes.
The utility's properties consist primarily of distribution systems and
related facilities and local offices serving 231 cities and surrounding areas in
the State of Georgia and 12 cities and surrounding areas in the State of
Tennessee. As of September 30, 1998, AGLC had 26,907 miles of mains and
5,952,000 Mcf of LNG storage capacity in three LNG plants to supplement the gas
supply in very cold weather or emergencies. As of September 30, 1998,
Chattanooga had 1,395 miles of mains and 1,076,000 Mcf of LNG storage capacity
in its LNG plant. At September 30, 1998, the utility's gross utility plant
amounted to approximately $2.1 billion.
At September 30, 1998, AGL Resources' gross nonutility property amounted
to approximately $106 million.
ITEM 3. LEGAL PROCEEDINGS
The nature of the business of AGL Resources and its subsidiaries
ordinarily results in periodic regulatory proceedings before various state and
federal authorities and/or litigation incidental to the business. For
information regarding regulatory proceedings, see the preceding sections in Part
I, Item 1, "Business - State Regulatory Matters", "Business - Federal Regulatory
Matters" and "Business - Environmental Matters"
With regard to other legal proceedings, AGL Resources is a party, as both
plaintiff and defendant, to a number of other suits, claims and counterclaims on
an ongoing basis. Management believes that the outcome of all litigation in
which it is involved will not have a material adverse effect on the consolidated
financial statements of AGL Resources.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
15
ITEM 4.(A) EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below, in accordance with General Instruction G(3) of Form 10-K
and Instruction 3 of Item 401(b) of Regulation S-K, is certain information
regarding the executive officers of AGL Resources. Unless otherwise indicated,
the information set forth is as of September 30, 1998.
Walter M. Higgins, age 54, President and Chief Executive Officer of AGL
Resources and AGLC since January 1998; Director of AGL Resources since February
1998; Chairman of the Board, President and Chief Executive Officer of Sierra
Pacific Resources from January 1994 until January 1998; and President and Chief
Executive officer of Sierra Pacific Power Company, a wholly owned subsidiary of
Sierra Pacific Resources, from February 1994 until January 1998.
Charles W. Bass, age 51, President of AGL Investments, Inc. since May 1998;
Executive Vice President and Chief Operating Officer of AGL Resources from
August 1996 until May 1998; Executive Vice President Market Service and
Development of AGLC from 1994 until 1996; and Senior Vice President Governmental
and Regulatory Affairs of AGLC from 1988 until 1994.
J. Michael Riley, age 47, Senior Vice President and Chief Financial Officer of
AGL Resources and AGLC since May 1998; Vice President and Chief Financial
Officer of AGL Resources from August 1996 until May 1998; Vice President and
Chief Financial Officer of AGLC from November 1996 until May 1998; Vice
President Finance and Accounting of AGLC from 1994 until 1996; and Vice
President and Controller of AGLC from 1991 until 1994.
Paula G. Rosput, age 41, President and Chief Operating Officer of AGLC since
September 1998. Prior to joining AGLC, Ms. Rosput served as President and Chief
Executive Officer of Duke Energy Power Services, a subsidiary of Duke Energy.
Ms. Rosput was president of PanEnergy Power Services, Inc. prior to PanEnergy's
merger with Duke Power.
Paul R. Shlanta, age 41, Senior Vice President and General Counsel of AGL
Resources and AGLC since September 1998. From January 1, 1994 through August 31,
1998, Mr. Shlanta was a Principal with Rowe, Foltz & Martin, P.C., an Atlanta
law firm. Mr. Shlanta was the partner in charge of the firm's corporate
practice.
Richard H. Woodward, age 51, Senior Vice President Public Policy and
Communications of AGL Resources since May 1998; Vice President of AGL Resources
and President of AGL Investments, Inc. from August 1996 until May 1998; Senior
Vice President Business Development of AGLC from 1994 until 1996; and Senior
Vice President Corporate Services of AGLC from 1988 until 1994.
There are no family relationships among the executive officers.
16
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this item is set forth under the caption
"Shareholder Information" on page 67 in the Annual Report and is incorporated
herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is set forth under the caption
"Selected Financial Data" on page 64 in the Annual Report and is incorporated
herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The information required by this item is set forth under the caption
"Management's Discussion and Analysis of Results of Operations and Financial
Condition" on pages 18 through 37 in the Annual Report and is incorporated
herein by reference.
ITEM 7.(A) QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
All financial instruments and positions held by AGL Resources described
below are held for purposes other than trading.
The fair value of AGL Resources' long-term debt and capital securities
are affected by changes in interest rates. The carying value of AGL
Resources' long-term debt and capital securities has been the same for the past
two years. The following presents the sensitivity of the fair value of AGL
Resources' long-term debt and capital securities to a hypothetical 10%
decrease in interest rates as of September 30, 1998:
Hypothetical
Carrying Increase in
Value Fair Value (b) Fair Value (a)
-------- -------------- -------------
(Millions of Dollars)
Long-term debt including current portion $660.0 $714.6 $28.7
Capital Securities $ 74.3 $ 81.5 $ 3.7
- --------------------
(a) Calculated based on the change in discounted cash flow.
(b) Based on quoted market prices for these or similar issues.
17
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item with respect to financial
statements is set forth on pages 38 through 63 in the Annual Report. Such
information is incorporated herein by reference and includes:
- Statements of Consolidated Income for the years ended September 30,
1998, 1997 and 1996.
- Statements of Consolidated Cash Flows for the years ended September 30,
1998, 1997 and 1996.
- Consolidated Balance Sheets as of September 30, 1998 and 1997.
- Statements of Consolidated Common Stock Equity for the years ended
September 30, 1998, 1997 and 1996.
- Notes to Consolidated Financial Statements.
- Independent Auditors' Report.
The following supplemental data is submitted herewith:
- Financial Statement Schedule - Valuation and Qualifying Account -
Allowance for Uncollectible Accounts.
- Independent Auditors' Report.
Schedules other than those referred to above are omitted and are not
applicable or not required, or the required information is shown in the
financial statements or notes thereto.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Not applicable.
18
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item with respect to directors is set
forth under the caption "Election of Directors" in the Proxy Statement and is
incorporated herein by reference. The information required by this item with
respect to the executive officers is, pursuant to Instruction 3 of Item 401(b)
of Regulation S-K and General Instruction G(3) of Form 10-K, set forth at Part
I, Item 4(A) of this report under the caption "Executive Officers of the
Registrant."
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is set forth under the caption
"Executive Compensation" in the Proxy Statement and is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is set forth under the caption
"Security Ownership of Management" in the Proxy Statement and is incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is set forth under the caption
"Other Matters Involving Directors and Executive Officers" in the Proxy
Statement and is incorporated herein by reference.
19
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
FORM 8-K
(a) Documents Filed as Part of This Report:
1. Financial Statements
Included under Item 8 are the following financial statements:
Statements of Consolidated Income for the Years Ended September
30, 1998, 1997 and 1996.
Statements of Consolidated Cash Flows for the Years Ended
September 30, 1998, 1997 and 1996.
Consolidated Balance Sheets as of September 30, 1998 and 1997.
Statements of Consolidated Common Stock Equity for the Years
Ended September 30, 1998, 1997 and 1996.
Notes to Consolidated Financial Statements.
Independent Auditors' Report.
2. Supplemental Consolidated Financial Schedules for Each of the
Three Years in the Period Ended September 30, 1998
Independent Auditors' Report.
II. Valuation and Qualifying Account--Allowance for
Uncollectible Accounts.
Schedules other than those referred to above are omitted and are
not applicable or not required, or the required information is
shown in the financial statements or notes thereto.
3. Exhibits
Where an exhibit is filed by incorporation by reference to a
previously filed registration statement or report, such
registration statement or report is identified in parentheses.
3.1 Amended and Restated Articles of Incorporation filed
January 5, 1996, with the Secretary of State of the State of
Georgia (Exhibit B, Proxy Statement and Prospectus filed as
a part of Amendment No. 1 to Registration Statement
on Form S-4, No. 33-99826).
3.2 Bylaws, as amended and restated on August 7, 1998 (Exhibit 3,
AGL Resources Form 10-Q for the quarter ended June 30, 1998).
20
4.1 Specimen form of Common Stock certificate (Exhibit 4.1, Form
10-K for the fiscal year ended September 30, 1996).
4.2 Specimen form of Right certificate (Exhibit 1, 8-K filed
March 6, 1996).
4.3 Indenture, dated as of December 1, 1989, between Atlanta Gas
Light Company and Bankers Trust Company, as Trustee (Exhibit
4(a), Atlanta Gas Light Company Registration Statement on Form
S-3, No. 33-32274).
4.4 First Supplemental Indenture, dated as of March 16, 1992,
between Atlanta Gas Light Company and NationsBank of
Georgia, National Association, as Successor Trustee
(Exhibit 4(a), Atlanta Gas Light Company Registration
Statement on Form S-3, No. 33-46419).
10.1 Executive Compensation Plans and Arrangements.
10.1.a Executive Severance Pay Plan of AGL Resources Inc. (Exhibit
10.1.a, Form 10-K for the fiscal year ended September 30,
1996).
10.1.b AGL Resources Inc. 1998 Voluntary Early Retirement Plan for
Officers, together with form of Early Retirement Agreement
(Exhibit 10.1.a, AGL Resources Form 10-Q for the quarter ended
June 30, 1998).
10.1.c AGL Resources Inc. 1998 Severance Plan for Officers, together
with form of Separation Agreement (Exhibit 10.1.b, AGL
Resources Form 10-Q for the quarter ended June 30 , 1998).
10.1.d AGL Resources Inc. Long-Term Stock Incentive Plan of 1990
(Exhibit 10(ii), Atlanta Gas Light Company Form 10-K for the
fiscal year ended September 30, 1991).
10.1.e First Amendment to the AGL Resources Inc. Long-Term Stock
Incentive Plan of 1990 (Exhibit B to the Atlanta Gas Light
Company Proxy Statement for the Annual Meeting of Shareholders
held February 5, 1993).
10.1.f Second Amendment to the AGL Resources Inc. Long-Term Stock
Incentive Plan of 1990 (Exhibit 10.1.d, AGL Resources Form
10-K for the fiscal year ended September 30, 1997).
10.1.g Third Amendment to the AGL Resources Inc. Long-Term Stock
Incentive Plan of 1990 (Exhibit C to the Proxy Statement and
Prospectus filed as a part of Amendment No. 1 to Registration
Statement on Form S-4, No. 33-99826).
10.1.h Fourth Amendment to the AGL Resources Inc. Long-Term Stock
Incentive Plan of 1990 (Exhibit 10.1.f, AGL Resources Form
10-K for the fiscal year ended September 30, 1997).
10.1.i Fifth Amendment to the AGL Resources Inc. Long-Term Stock
Incentive Plan of 1990 (Exhibit 10.1.g, AGL Resources Form
10-K for the fiscal year ended September 30, 1997).
21
10.1.j Sixth Amendment to the AGL Resources Inc. Long-Term Stock
Incentive Plan of 1990 (Exhibit 10.1.a, AGL Resources Form 10-Q
for the quarter ended March 31, 1998).
10.1.k AGL Resources Inc. Nonqualified Savings Plan (Exhibit 10(a),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995).
10.1.l First Amendment to the AGL Resources Inc. Nonqualified Savings
Plan (Exhibit 10.1.i, AGL Resources Form 10-K for the fiscal
year ended September 30, 1997).
10.1.m Second Amendment to the AGL Resources Inc. Nonqualified
Savings Plan (Exhibit 10.1.j, AGL Resources Form 10-K for the
fiscal year ended September 30, 1997).
10.1.n Third Amendment to the AGL Resources Inc. Nonqualified Savings
Plan (Exhibit 10.1.a, AGL Resources Form 10-Q for the quarter
ended December 31, 1997).
10.1.o AGL Resources Inc. Non-Employee Directors Equity Compensation
Plan (Exhibit B, Proxy Statement and Prospectus filed as a part
of Amendment No. 1 to Registration Statement on Form S-4,
No. 33-99826).
10.1.p AGL Resources Inc. 1998 Common Stock Equivalent Plan for
Non-Employee Directors (Exhibit 10.1.b, AGL Resources Form
10-Q for the quarter ended December 31, 1997).
10.2 Service Agreement under Rate Schedule GSS dated April 13,
1972, between Atlanta Gas Light Company and Transcontinental
Gas Pipe Line Corporation (Exhibit 5(c),
Registration No. 2-48297).
10.3 Service Agreement under Rate Schedule LG-A, effective August 16,
1974, between Atlanta Gas light Company and
Transcontinental Gas Pipe Line Corporation (Exhibit 5(d),
Registration No. 2-58971).
10.4 Storage Transportation Agreement, dated June 1, 1979, between
Atlanta Gas Light Company and Southern Natural Gas Company,
(Exhibit 5(n), Registration No. 2-65487).
10.5 Letter of Intent dated September 18, 1987, between Atlanta
Gas Light Company and Jupiter Industries, Inc. relating to
the purchase by Atlanta Gas Light Company of the assets of the
Chattanooga Gas Company Division of Jupiter Industries, Inc.
(Exhibit 10(p), Atlanta Gas Light Company Form 10-K for the
fiscal year ended September 30, 1987).
10.6 Agreement for the Purchase of Assets dated April 5, 1988,
between Atlanta Gas Light Company and Jupiter Industries,
Inc., (Exhibit 10(q), Atlanta Gas Light Company Form
10-K for the fiscal year ended September 30, 1988).
22
10.7 100 Day Storage Service Agreement, dated June 1, 1979,
between Atlanta Gas Light Company and South Georgia Natural
Gas Company, (Exhibit 10(r), Atlanta Gas Light Company Form
10-K for the fiscal year ended September 30, 1989).
10.8 Service Agreement under Rate Schedule LSS, dated October 31,
1984, between Atlanta Gas Light Company and Transcontinental
Gas Pipe Line Corporation, (Exhibit 10(s), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30,
1989).
10.9 Storage Transportation Agreement, dated June 1, 1979,
between Atlanta Gas Light Company and South Georgia Natural
Gas Company, (Exhibit 10(v), Atlanta Gas Light Company Form
10-K for the fiscal year ended September 30, 1990).
10.10 Firm Seasonal Transportation Agreement, dated June 29, 1990,
between Atlanta Gas Light Company and Transcontinental Gas
Pipe Line Corporation, (Exhibit 10(bb), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30,
1990).
10.11 Service Agreement under Rate Schedule WSS, dated June 1, 1990,
between Atlanta Gas Light Company and Transcontinental Gas
Pipe Line Corporation, (Exhibit 10(cc), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30,
1990).
10.12 Limited-Term Transportation Agreement Contract # A970 dated
April 1, 1988, between Atlanta Gas Light Company and CNG
Transmission Corporation, (Exhibit 10(bb), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30, 1991).
10.13 Service Agreement System Contract #.2271 under Rate Schedule
FT, dated August 1, 1991, between Atlanta Gas Light Company
and Transcontinental Gas Pipe Line Corporation, (Exhibit
10(dd), Atlanta Gas Light Company Form 10-K for the fiscal
year ended September 30, 1991).
10.14 Service Agreement System Contract #.4984 dated August 1, 1991,
between Atlanta Gas Light Company and Transcontinental Gas
Pipe Line Corporation, (Exhibit 10(ee), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30,
1991).
10.15 Service Agreement Contract #830810 under Rate Schedule FT,
dated March 1, 1992, between Atlanta Gas Light Company and
South Georgia Natural Gas Company (Exhibit 10(aa), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1992).
10.16 Firm Gas Transportation Contract #3699 under Rate Schedule FT,
dated February 1, 1992, between Atlanta Gas Light Company and
Transcontinental Gas Pipe Line Corporation (Exhibit 10(dd),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1992).
23
10.17 Firm Gas Transportation Agreement under Rate Schedule FT-1,
dated July 1, 1992, between Atlanta Gas Light Company and
East Tennessee Natural Gas Company (Exhibit 10(ff), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1992).
10.18 Service Agreement Applicable to the Storage of Natural Gas
under Rate Schedule GSS, dated October 25, 1993, between
Atlanta Gas Light Company and CNG Transmission Corporation
(Exhibit 10(y), Atlanta Gas Light Company Form 10-K for the
fiscal year ended September 30, 1993).
10.19 Service Agreement Applicable to the Storage of Natural Gas
under Rate Schedule GSS, dated September, 1993, between
Chattanooga Gas Company and CNG Transmission Corporation
(Exhibit 10(z), Atlanta Gas Light Company Form 10-K for the
fiscal year ended September 30, 1993).
10.20 Firm Seasonal Transportation Agreement, dated February 1,
1992, between Atlanta Gas Light Company and Transcontinental
Gas Pipe Line Corporation amending Exhibit 10(bb), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1990 (Exhibit 10(cc), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1993).
10.21 Service Agreement under Rate Schedule SS-1, dated April 1,
1988, between Atlanta Gas Light Company and Transcontinental
Gas Pipe Line Corporation (Exhibit 10(z), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30,
1994).
10.22 Firm Gas Transportation Agreement #5049 under Rate Schedule
FT-A, dated November 1, 1993, between Atlanta Gas Light
Company and Tennessee Gas Pipeline Company (Exhibit 10(aa),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.23 Firm Gas Transportation Agreement #5051 under Rate Schedule
FT-A, dated November 1, 1993, between Chattanooga Gas
Company and Tennessee Gas Pipeline Company (Exhibit
10(bb), Atlanta Gas Light Company Form 10-K for the fiscal
year ended September 30, 1994).
10.24 Gas Storage Contract #3998 under Rate Schedule FS, dated
November 1, 1993, between Atlanta Gas Light Company and
Tennessee Gas Pipeline Company (Exhibit 10(cc), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.25 Gas Storage Contract #3999 under Rate Schedule FS, dated
November 1, 1993, between Chattanooga Gas Company and
Tennessee Gas Pipeline Company (Exhibit 10(dd), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.26 Gas Storage Contract #3923 under Rate Schedule FS, dated
November 1, 1993, between Atlanta Gas Light Company and
Tennessee Gas Pipeline Company (Exhibit 10(ee), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
24
10.27 Gas Storage Contract #3947 under Rate Schedule FS, dated
November 1, 1993, between Chattanooga Gas Company and
Tennessee Gas Pipeline Company (Exhibit 10(ff), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.28 Service Agreement #902470 under Rate Schedule FT, dated
September 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(hh), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.29 Service Agreement #904460 under Rate Schedule FT, dated
November 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(ii), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.30 Service Agreement #904480 under Rate Schedule FT, dated
November 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(jj), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.31 Service Agreement #904461 under Rate Schedule FT-NN, dated
November 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(kk), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.32 Service Agreement #904481 under Rate Schedule FT-NN, dated
November 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(ll), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.33 Service Agreement #S20140 under Rate Schedule CSS, dated
November 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(mm), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.34 Service Agreement #S20150 under Rate Schedule CSS, dated
November 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(nn), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.35 Service Agreement #904470 under Rate Schedule FT, dated
November 1, 1994, between Chattanooga Gas Company and Southern
Natural Gas Company (Exhibit 10(oo), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30, 1994).
10.36 Service Agreement #904471 under Rate Schedule FT-NN, dated
November 1, 1994, between Chattanooga Gas Company and Southern
Natural Gas Company (Exhibit 10(pp), Atlanta Gas Light Company
Form 10-K for the fiscal year ended September 30, 1994).
25
10.37 Service Agreement #S20130 under Rate Schedule CSS, dated
November 1, 1994, between Chattanooga Gas Company and Southern
Natural Gas Company (Exhibit 10(qq), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30, 1994).
10.38 Firm Storage (FS) Agreement, dated November 1, 1994, between
Atlanta Gas Light Company and ANR Storage Company
(Exhibit 10(a), Atlanta Gas Light Company Form 10-Q for the
quarter ended March 31, 1996).
10.39 Firm Storage (FS) Agreement, dated November 1, 1994, between
Atlanta Gas Light Company and ANR Storage Company
(Exhibit 10(b), Atlanta Gas Light Company Form 10-Q for the
quarter ended March 31, 1996).
10.40 Firm Transportation Agreement, dated March 1, 1996, between
Atlanta Gas Light Company and Southern Natural Gas Company
amending Exhibits 10(jj), 10(ll) and 10(mm), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30, 1994
(Exhibit 10(c), Atlanta Gas Light Company Form 10-Q for the
quarter ended March 31, 1996).
10.41 Firm Transportation Agreement, dated March 1, 1996, between
Atlanta Gas Light Company and Southern Natural Gas Company
amending Exhibits 10(hh), 10(ii), 10(kk) and 10(nn),
Atlanta Gas Light Company Form 10-K for the fiscal year
ended September 30, 1994 (Exhibit 10(d), Atlanta Gas Light
Company Form 10-Q for the quarter ended March 31, 1996).
10.42 Firm Transportation Agreement, dated March 1, 1996, between
Chattanooga Gas Company and Southern Natural Gas Company
amending Exhibits 10(oo), 10(pp) and 10(qq), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30, 1994
(Exhibit 10(a), Atlanta Gas Light Company Form 10-Q for the
quarter ended June 30, 1996).
10.43 Firm Transportation Agreement, dated June 1, 1996, between
Atlanta Gas Light Company and Southern Natural Gas Company
amending Exhibit 10(ii), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1994 (Exhibit 10(tt),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995).
10.44 Firm Storage Agreement, effective December 1, 1994, between
Chattanooga Gas Company and Tennessee Gas Pipeline Company
amending Exhibit 10(ff), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1994 (Exhibit
10(uu), Atlanta Gas Light Company Form 10-K for the fiscal
year ended September 30, 1995).
10.45 Firm Storage Agreement, effective July 1, 1996, between
Chattanooga Gas Company and Tennessee Gas Pipeline Company
amending Exhibit 10(ff), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1994 (Exhibit 10(vv),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995).
26
10.46 Firm Storage Agreement, effective July 1, 1996, between
Chattanooga Gas Company and Tennessee Gas Pipeline Company
amending Exhibit 10(dd), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1994 (Exhibit 10(ww),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995).
10.47 Firm Transportation Agreement, dated September 26, 1994,
between Atlanta Gas Light Company and South Georgia Natural
Gas Company amending Exhibit 10(s), Atlanta Gas Light Company
Form 10-K for the fiscal year ended September 30, 1994
(Exhibit 10(xx), Atlanta Gas Light Company Form 10-K for the
fiscal year ended September 30, 1995).
10.48 Firm Storage Agreement, effective July 1, 1996, between
Atlanta Gas Light Company and Tennessee Gas Pipeline Company
amending Exhibit 10(ee), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1994 (Exhibit 10(yy),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995).
10.49 Firm Storage Agreement, effective July 1, 1996, between
Atlanta Gas Light Company and Tennessee Gas Pipeline Company
amending Exhibit 10(cc), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1994 (Exhibit 10(zz),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995).
10.50 Firm Storage Agreement, effective January 1, 1996, between
Atlanta Gas Light Company and Tennessee Gas Pipeline Company
amending Exhibit 10(z) and replacing Exhibit 10(u), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995 (Exhibit 10(a), Atlanta Gas Light
Company Form 10-Q for the quarter ended December 31, 1995).
10.51 Firm Storage Agreement, effective January 1, 1996, between
Chattanooga Gas Company and Tennessee Gas Pipeline Company
amending Exhibit 10(aa) and replacing Exhibit 10(dd), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995 (Exhibit 10(b), Atlanta Gas Light Company
Form 10-Q for the quarter ended December 31, 1995).
10.52 Gas Sales Agreement between Seller and Atlanta Gas Light
Company, as Buyer (Exhibit 10(a), Atlanta Gas Light Company
Form 10-Q for the quarter ended March 31, 1995).
10.53 FPS-1 Service Agreement, dated July 9, 1996, between Atlanta
Gas Light Company and Cove Point LNG Limited Partnership
(Exhibit 10(a), Atlanta Gas Light Company Form 10-Q for the
quarter ended June 30, 1996).
10.54 Amendment to FS Agreement, dated September 13, 1994, between
Atlanta Gas Light Company and Transcontinental Gas Pipe Line
Corporation (Exhibit 10.54, Atlanta Gas Light Company Form
10-K for the fiscal year ended September 30, 1996).
27
10.55 Amendment to Letter Agreement, dated July 13, 1994, among and
between Southern Natural Gas Company, Atlanta Gas Light Company
and Chattanooga Gas Company (Exhibit 10.55, Atlanta Gas
Light Company Form 10-K for the fiscal year ended
September 30, 1996).
10.56 Three-party agreement between ANR Storage Company, Atlanta
Gas Light Company and Southern Natural Gas Company, effective
November 1, 1994 (Exhibit 10.56, Atlanta Gas Light Company
Form 10-K for the fiscal year ended September 30, 1996).
10.57 Displacement Service Agreement, effective December 15, 1996,
between Washington Gas Light Company and Atlanta Gas Light
Company (Exhibit 10.57, Atlanta Gas Light Company
Form 10-K for the fiscal year ended September 30, 1996).
10.58 Amendment to Firm Storage Agreement, effective July 26, 1996,
between Chattanooga Gas Company and Southern Natural Gas
Company amending Exhibit 10(jj) , Atlanta Gas Light Company
Form 10-K for the fiscal year ended September 30, 1995
(Exhibit 10.58, Atlanta Gas Light Company Form 10-K for the
fiscal year ended September 30, 1996).
10.59 Amendatory Agreement, effective August 23, 1996, between
Southern Natural Gas Company and Atlanta Gas Light Company
amending Exhibits 10(ee), 10(ff), 10(hh) and 10(kk),
Atlanta Gas Light Company Form 10-K for the fiscal year
ended September 30, 1995 (Exhibit 10.59, Atlanta Gas
Light Company Form 10-K for the fiscal year ended
September 30, 1996).
10.60 Service Agreement and Amendments under Rate Schedule FS
between Atlanta Gas Light Company and Transcontinental
Gas Pipe Line Corporation (Exhibit 10.60, AGL Resources
Form 10-K for the fiscal year ended September 30, 1997).
10.61 Gas Transportation Agreement under Rate Schedules FT-A and
FT-GS, dated October 16, 1997, between Atlanta Gas Light
Company and East Tennessee Natural Gas Company (Exhibit 10.61,
AGL Resources Form 10-K for the fiscal year ended September
30, 1997).
10.62 Gas Transportation Agreement under Rate Schedules FT-A and
FT-GS, dated October 16, 1997, between Chattanooga Gas Company
and East Tennessee Natural Gas Company (Exhibit 10.62, AGL
Resources Form 10-K for the fiscal year ended September 30,
1997).
10.63 Extension of Service Agreements #904480 under Rate Schedule
FT; #904481 under Rate Schedule FT-NN; and #S20140 under Rate
Schedule CSS, all dated November 1, 1994, between Atlanta Gas
Light Company and Southern Natural Gas Company (Exhibit 10.2,
AGL Resources Form 10-Q for the quarter ended December 31,
1998).
10.64 Amendment to Service Agreement between Transcontinental Gas
Pipe Line Corporation and Atlanta Gas Light Company dated
December 15, 1997 (Exhibit 10.2, AGL Resources Form
10-Q for the quarter ended March 31, 1998).
28
10.65 Service Agreement between Transcontinental Gas Pipe Line
Corporation and Atlanta Gas Light Company dated
January 14, 1998 (Exhibit 10.3, AGL Resources Form 10-Q
for the quarter ended March 31, 1998).
10.66 Precedent Agreement dated April 16, 1998 between Etowah LNG
Company, LLC and Atlanta Gas Light Company (Exhibit 10.2,
AGL Resources Form 10-Q for the quarter ended June 30, 1998).
10.67 Service Agreement dated November 1, 1998 between
Transcontinental Gas Pipe Line Corporation and Atlanta Gas Light
Company under Part 284(G) which supercedes Rate Schedule X-289.
10.68 Service Agreement dated November 1, 1998 between
Transcontinental Gas Pipe Line Corporation and Atlanta Gas Light
Company under Rate Schedule WSS-Open Access.
13 Portions of the AGL Resources Inc. 1998 Annual Report to
Shareholders.
21 Subsidiaries of AGL Resources Inc.
23 Independent Auditors' Consent.
24 Powers of Attorney (included with Signature Page hereto).
27 Financial Data Schedule.
(b) Reports on Form 8-K
On July 15, 1998, AGL Resources filed a Current Report on Form 8-K
dated July 15, 1998, containing: "Item 5 Other Events" and Exhibit 99 -
Form of Press Release, dated July 15, 1998.
On August 7, 1998, AGL Resources filed a Current Report on Form 8-K
dated August 7, 1998, containing: "Item 5 Other Events" and Exhibit 99 -
Form of Press Release, dated August 7, 1998.
On September 10, 1998, AGL Resources filed a Current Report on Form
8-K dated September 10, 1998, containing: "Item 5 - Other Events" and
Exhibit 99 - Form of Press Release, dated September 10, 1998.
29
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on December 17, 1998.
AGL RESOURCES INC.
By: /s/ Walter M. Higgins
Walter M. Higgins
President and Chief Executive Officer
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Walter M. Higgins, Albert G. Norman, Jr.
and J. Michael Riley, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign the Annual Report on Form 10-K for the fiscal year
ended September 30, 1998 and any and all amendments to such Annual Report, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated as of December 17, 1998.
Signatures Title
/s/ Walter M. Higgins President and Chief Executive Officer
Walter M. Higgins (Principal Executive Officer) and Director
/s/ J. Michael Riley Senior Vice President and Chief Financial Officer
J. Michael Riley (Principal Accounting and Financial Officer)
30
/s/ Frank Barron, Jr. Director
Frank Barron, Jr.
/s/ W. Waldo Bradley Director
W. Waldo Bradley
/s/ Otis A. Brumby, Jr. Director
Otis A. Brumby, Jr.
/s/ David R. Jones Director
David R. Jones
Director
Wyck A. Knox, Jr.
/s/ Albert G. Norman, Jr. Director
Albert G. Norman, Jr.
/s/ D. Raymond Riddle Director
D. Raymond Riddle
/s/ Betty L. Siegel Director
Betty L. Siegel
/s/ Ben J. Tarbutton, Jr. Director
Ben J. Tarbutton, Jr.
/s/ Felker W. Ward, Jr. Director
Felker W. Ward, Jr.
31
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors of AGL Resources Inc.:
We have audited the consolidated balance sheets of AGL Resources Inc. and
subsidiaries of September 30, 1998 and 1997 and the related statements of
consolidated income, common stock equity, and cash flows for each of the three
years in the period ended September 30, 1998, and have issued our report thereon
dated November 2, 1998; such financial statements and report are included in
your 1998 Annual Report to Shareholders and are incorporated herein by
reference. Our audits also included the financial statement schedule of AGL
Resources Inc. and subsidiaries, listed in Item 14. This financial statement
schedule is the responsibility of AGL Resources Inc.'s management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Atlanta, Georgia
November 2, 1998
32
Schedule II
AGL RESOURCES INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNT
ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS
FOR THE YEARS ENDED SEPTEMBER 30, 1998, 1997 AND 1996
(IN MILLIONS)
- --------------------------------------------------------------------------------------------------------------------------
1998 1997 1996
- --------------------------------------------------------------------------------------------------------------------------
Balance, beginning of year $ 2.6 $ 2.8 $ 4.4
Additions:
Provisions charged to income 8.1 9.8 4.7
- --------------------------------------------------------------------------------------------------------------------------
Total 10.7 12.6 9.1
Deduction:
Accounts written off as uncollectible, net 6.6 10.0 6.3
- --------------------------------------------------------------------------------------------------------------------------
Balance, end of year $ 4.1 $ 2.6 $ 2.8
- --------------------------------------------------------------------------------------------------------------------------
33
INDEX TO EXHIBITS
Exhibit
Number Description
Where an exhibit is filed by incorporation by reference to a
previously filed registration statement or report, such
registration statement or report is identified in parentheses.
3.1 Amended and Restated Articles of Incorporation filed
January 5, 1996, with the Secretary of State of the State of
Georgia (Exhibit B, Proxy Statement and Prospectus filed as
a part of Amendment No. 1 to Registration Statement
on Form S-4, No. 33-99826).
3.2 Bylaws, as amended and restated on August 7, 1998 (Exhibit 3,
AGL Resources Form 10-Q for the quarter ended June 30, 1998).
4.1 Specimen form of Common Stock certificate (Exhibit 4.1, Form
10-K for the fiscal year ended September 30, 1996).
4.2 Specimen form of Right certificate (Exhibit 1, 8-K filed
March 6, 1996).
4.3 Indenture, dated as of December 1, 1989, between Atlanta Gas
Light Company and Bankers Trust Company, as Trustee (Exhibit
4(a), Atlanta Gas Light Company Registration Statement on Form
S-3, No. 33-32274).
4.4 First Supplemental Indenture, dated as of March 16, 1992,
between Atlanta Gas Light Company and NationsBank of
Georgia, National Association, as Successor Trustee
(Exhibit 4(a), Atlanta Gas Light Company Registration
Statement on Form S-3, No. 33-46419).
10.1 Executive Compensation Plans and Arrangements.
10.1.a Executive Severance Pay Plan of AGL Resources Inc. (Exhibit
10.1.a, Form 10-K for the fiscal year ended September 30,
1996).
10.1.b AGL Resources Inc. 1998 Voluntary Early Retirement Plan for
Officers, together with form of Early Retirement Agreement
(Exhibit 10.1.a, AGL Resources Form 10-Q for the quarter ended
June 30, 1998).
10.1.c AGL Resources Inc. 1998 Severance Plan for Officers, together
with form of Separation Agreement (Exhibit 10.1.b, AGL
Resources Form 10-Q for the quarter ended June 30 , 1998).
10.1.d AGL Resources Inc. Long-Term Stock Incentive Plan of 1990
(Exhibit 10(ii), Atlanta Gas Light Company Form 10-K for the
fiscal year ended September 30, 1991).
10.1.e First Amendment to the AGL Resources Inc. Long-Term Stock
Incentive Plan of 1990 (Exhibit B to the Atlanta Gas Light
Company Proxy Statement for the Annual Meeting of Shareholders
held February 5, 1993).
10.1.f Second Amendment to the AGL Resources Inc. Long-Term Stock
Incentive Plan of 1990 (Exhibit 10.1.d, AGL Resources Form
10-K for the fiscal year ended September 30, 1997).
10.1.g Third Amendment to the AGL Resources Inc. Long-Term Stock
Incentive Plan of 1990 (Exhibit C to the Proxy Statement and
Prospectus filed as a part of Amendment No. 1 to Registration
Statement on Form S-4, No. 33-99826).
10.1.h Fourth Amendment to the AGL Resources Inc. Long-Term Stock
Incentive Plan of 1990 (Exhibit 10.1.f, AGL Resources Form
10-K for the fiscal year ended September 30, 1997).
10.1.i Fifth Amendment to the AGL Resources Inc. Long-Term Stock
Incentive Plan of 1990 (Exhibit 10.1.g, AGL Resources Form
10-K for the fiscal year ended September 30, 1997).
10.1.j Sixth Amendment to the AGL Resources Inc. Long-Term Stock
Incentive Plan of 1990 (Exhibit 10.1.a, AGL Resources Form 10-Q
for the quarter ended March 31, 1998).
10.1.k AGL Resources Inc. Nonqualified Savings Plan (Exhibit 10(a),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995).
10.1.l First Amendment to the AGL Resources Inc. Nonqualified Savings
Plan (Exhibit 10.1.i, AGL Resources Form 10-K for the fiscal
year ended September 30, 1997).
10.1.m Second Amendment to the AGL Resources Inc. Nonqualified
Savings Plan (Exhibit 10.1.j, AGL Resources Form 10-K for the
fiscal year ended September 30, 1997).
10.1.n Third Amendment to the AGL Resources Inc. Nonqualified Savings
Plan (Exhibit 10.1.a, AGL Resources Form 10-Q for the quarter
ended December 31, 1997).
10.1.o AGL Resources Inc. Non-Employee Directors Equity Compensation
Plan (Exhibit B, Proxy Statement and Prospectus filed as a part
of Amendment No. 1 to Registration Statement on Form S-4,
No. 33-99826).
10.1.p AGL Resources Inc. 1998 Common Stock Equivalent Plan for
Non-Employee Directors (Exhibit 10.1.b, AGL Resources Form
10-Q for the quarter ended December 31, 1997).
10.2 Service Agreement under Rate Schedule GSS dated April 13,
1972, between Atlanta Gas Light Company and Transcontinental
Gas Pipe Line Corporation (Exhibit 5(c),
Registration No. 2-48297).
10.3 Service Agreement under Rate Schedule LG-A, effective August 16,
1974, between Atlanta Gas light Company and
Transcontinental Gas Pipe Line Corporation (Exhibit 5(d),
Registration No. 2-58971).
10.4 Storage Transportation Agreement, dated June 1, 1979, between
Atlanta Gas Light Company and Southern Natural Gas Company,
(Exhibit 5(n), Registration No. 2-65487).
10.5 Letter of Intent dated September 18, 1987, between Atlanta
Gas Light Company and Jupiter Industries, Inc. relating to
the purchase by Atlanta Gas Light Company of the assets of the
Chattanooga Gas Company Division of Jupiter Industries, Inc.
(Exhibit 10(p), Atlanta Gas Light Company Form 10-K for the
fiscal year ended September 30, 1987).
10.6 Agreement for the Purchase of Assets dated April 5, 1988,
between Atlanta Gas Light Company and Jupiter Industries,
Inc., (Exhibit 10(q), Atlanta Gas Light Company Form
10-K for the fiscal year ended September 30, 1988).
10.7 100 Day Storage Service Agreement, dated June 1, 1979,
between Atlanta Gas Light Company and South Georgia Natural
Gas Company, (Exhibit 10(r), Atlanta Gas Light Company Form
10-K for the fiscal year ended September 30, 1989).
10.8 Service Agreement under Rate Schedule LSS, dated October 31,
1984, between Atlanta Gas Light Company and Transcontinental
Gas Pipe Line Corporation, (Exhibit 10(s), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30,
1989).
10.9 Storage Transportation Agreement, dated June 1, 1979,
between Atlanta Gas Light Company and South Georgia Natural
Gas Company, (Exhibit 10(v), Atlanta Gas Light Company Form
10-K for the fiscal year ended September 30, 1990).
10.10 Firm Seasonal Transportation Agreement, dated June 29, 1990,
between Atlanta Gas Light Company and Transcontinental Gas
Pipe Line Corporation, (Exhibit 10(bb), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30,
1990).
10.11 Service Agreement under Rate Schedule WSS, dated June 1, 1990,
between Atlanta Gas Light Company and Transcontinental Gas
Pipe Line Corporation, (Exhibit 10(cc), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30,
1990).
10.12 Limited-Term Transportation Agreement Contract # A970 dated
April 1, 1988, between Atlanta Gas Light Company and CNG
Transmission Corporation, (Exhibit 10(bb), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30, 1991).
10.13 Service Agreement System Contract #.2271 under Rate Schedule
FT, dated August 1, 1991, between Atlanta Gas Light Company
and Transcontinental Gas Pipe Line Corporation, (Exhibit
10(dd), Atlanta Gas Light Company Form 10-K for the fiscal
year ended September 30, 1991).
10.14 Service Agreement System Contract #.4984 dated August 1, 1991,
between Atlanta Gas Light Company and Transcontinental Gas
Pipe Line Corporation, (Exhibit 10(ee), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30,
1991).
10.15 Service Agreement Contract #830810 under Rate Schedule FT,
dated March 1, 1992, between Atlanta Gas Light Company and
South Georgia Natural Gas Company (Exhibit 10(aa), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1992).
10.16 Firm Gas Transportation Contract #3699 under Rate Schedule FT,
dated February 1, 1992, between Atlanta Gas Light Company and
Transcontinental Gas Pipe Line Corporation (Exhibit 10(dd),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1992).
10.17 Firm Gas Transportation Agreement under Rate Schedule FT-1,
dated July 1, 1992, between Atlanta Gas Light Company and
East Tennessee Natural Gas Company (Exhibit 10(ff), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1992).
10.18 Service Agreement Applicable to the Storage of Natural Gas
under Rate Schedule GSS, dated October 25, 1993, between
Atlanta Gas Light Company and CNG Transmission Corporation
(Exhibit 10(y), Atlanta Gas Light Company Form 10-K for the
fiscal year ended September 30, 1993).
10.19 Service Agreement Applicable to the Storage of Natural Gas
under Rate Schedule GSS, dated September, 1993, between
Chattanooga Gas Company and CNG Transmission Corporation
(Exhibit 10(z), Atlanta Gas Light Company Form 10-K for the
fiscal year ended September 30, 1993).
10.20 Firm Seasonal Transportation Agreement, dated February 1,
1992, between Atlanta Gas Light Company and Transcontinental
Gas Pipe Line Corporation amending Exhibit 10(bb), Atlanta Gas
Light Company Form 10-K for the fiscal year ended September
30, 1990 (Exhibit 10(cc), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1993).
10.21 Service Agreement under Rate Schedule SS-1, dated April 1,
1988, between Atlanta Gas Light Company and Transcontinental
Gas Pipe Line Corporation (Exhibit 10(z), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30,
1994).
10.22 Firm Gas Transportation Agreement #5049 under Rate Schedule
FT-A, dated November 1, 1993, between Atlanta Gas Light
Company and Tennessee Gas Pipeline Company (Exhibit 10(aa),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.23 Firm Gas Transportation Agreement #5051 under Rate Schedule
FT-A, dated November 1, 1993, between Chattanooga Gas
Company and Tennessee Gas Pipeline Company (Exhibit
10(bb), Atlanta Gas Light Company Form 10-K for the fiscal
year ended September 30, 1994).
10.24 Gas Storage Contract #3998 under Rate Schedule FS, dated
November 1, 1993, between Atlanta Gas Light Company and
Tennessee Gas Pipeline Company (Exhibit 10(cc), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.25 Gas Storage Contract #3999 under Rate Schedule FS, dated
November 1, 1993, between Chattanooga Gas Company and
Tennessee Gas Pipeline Company (Exhibit 10(dd), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.26 Gas Storage Contract #3923 under Rate Schedule FS, dated
November 1, 1993, between Atlanta Gas Light Company and
Tennessee Gas Pipeline Company (Exhibit 10(ee), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.27 Gas Storage Contract #3947 under Rate Schedule FS, dated
November 1, 1993, between Chattanooga Gas Company and
Tennessee Gas Pipeline Company (Exhibit 10(ff), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.28 Service Agreement #902470 under Rate Schedule FT, dated
September 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(hh), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.29 Service Agreement #904460 under Rate Schedule FT, dated
November 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(ii), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.30 Service Agreement #904480 under Rate Schedule FT, dated
November 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(jj), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.31 Service Agreement #904461 under Rate Schedule FT-NN, dated
November 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(kk), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.32 Service Agreement #904481 under Rate Schedule FT-NN, dated
November 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(ll), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.33 Service Agreement #S20140 under Rate Schedule CSS, dated
November 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(mm), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.34 Service Agreement #S20150 under Rate Schedule CSS, dated
November 1, 1994, between Atlanta Gas Light Company and
Southern Natural Gas Company (Exhibit 10(nn), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1994).
10.35 Service Agreement #904470 under Rate Schedule FT, dated
November 1, 1994, between Chattanooga Gas Company and Southern
Natural Gas Company (Exhibit 10(oo), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30, 1994).
10.36 Service Agreement #904471 under Rate Schedule FT-NN, dated
November 1, 1994, between Chattanooga Gas Company and Southern
Natural Gas Company (Exhibit 10(pp), Atlanta Gas Light Company
Form 10-K for the fiscal year ended September 30, 1994).
10.37 Service Agreement #S20130 under Rate Schedule CSS, dated
November 1, 1994, between Chattanooga Gas Company and Southern
Natural Gas Company (Exhibit 10(qq), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30, 1994).
10.38 Firm Storage (FS) Agreement, dated November 1, 1994, between
Atlanta Gas Light Company and ANR Storage Company
(Exhibit 10(a), Atlanta Gas Light Company Form 10-Q for the
quarter ended March 31, 1996).
10.39 Firm Storage (FS) Agreement, dated November 1, 1994, between
Atlanta Gas Light Company and ANR Storage Company
(Exhibit 10(b), Atlanta Gas Light Company Form 10-Q for the
quarter ended March 31, 1996).
10.40 Firm Transportation Agreement, dated March 1, 1996, between
Atlanta Gas Light Company and Southern Natural Gas Company
amending Exhibits 10(jj), 10(ll) and 10(mm), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30, 1994
(Exhibit 10(c), Atlanta Gas Light Company Form 10-Q for the
quarter ended March 31, 1996).
10.41 Firm Transportation Agreement, dated March 1, 1996, between
Atlanta Gas Light Company and Southern Natural Gas Company
amending Exhibits 10(hh), 10(ii), 10(kk) and 10(nn),
Atlanta Gas Light Company Form 10-K for the fiscal year
ended September 30, 1994 (Exhibit 10(d), Atlanta Gas Light
Company Form 10-Q for the quarter ended March 31, 1996).
10.42 Firm Transportation Agreement, dated March 1, 1996, between
Chattanooga Gas Company and Southern Natural Gas Company
amending Exhibits 10(oo), 10(pp) and 10(qq), Atlanta Gas Light
Company Form 10-K for the fiscal year ended September 30, 1994
(Exhibit 10(a), Atlanta Gas Light Company Form 10-Q for the
quarter ended June 30, 1996).
10.43 Firm Transportation Agreement, dated June 1, 1996, between
Atlanta Gas Light Company and Southern Natural Gas Company
amending Exhibit 10(ii), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1994 (Exhibit 10(tt),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995).
10.44 Firm Storage Agreement, effective December 1, 1994, between
Chattanooga Gas Company and Tennessee Gas Pipeline Company
amending Exhibit 10(ff), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1994 (Exhibit
10(uu), Atlanta Gas Light Company Form 10-K for the fiscal
year ended September 30, 1995).
10.45 Firm Storage Agreement, effective July 1, 1996, between
Chattanooga Gas Company and Tennessee Gas Pipeline Company
amending Exhibit 10(ff), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1994 (Exhibit 10(vv),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995).
10.46 Firm Storage Agreement, effective July 1, 1996, between
Chattanooga Gas Company and Tennessee Gas Pipeline Company
amending Exhibit 10(dd), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1994 (Exhibit 10(ww),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995).
10.47 Firm Transportation Agreement, dated September 26, 1994,
between Atlanta Gas Light Company and South Georgia Natural
Gas Company amending Exhibit 10(s), Atlanta Gas Light Company
Form 10-K for the fiscal year ended September 30, 1994
(Exhibit 10(xx), Atlanta Gas Light Company Form 10-K for the
fiscal year ended September 30, 1995).
10.48 Firm Storage Agreement, effective July 1, 1996, between
Atlanta Gas Light Company and Tennessee Gas Pipeline Company
amending Exhibit 10(ee), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1994 (Exhibit 10(yy),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995).
10.49 Firm Storage Agreement, effective July 1, 1996, between
Atlanta Gas Light Company and Tennessee Gas Pipeline Company
amending Exhibit 10(cc), Atlanta Gas Light Company Form 10-K
for the fiscal year ended September 30, 1994 (Exhibit 10(zz),
Atlanta Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995).
10.50 Firm Storage Agreement, effective January 1, 1996, between
Atlanta Gas Light Company and Tennessee Gas Pipeline Company
amending Exhibit 10(z) and replacing Exhibit 10(u), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995 (Exhibit 10(a), Atlanta Gas Light
Company Form 10-Q for the quarter ended December 31, 1995).
10.51 Firm Storage Agreement, effective January 1, 1996, between
Chattanooga Gas Company and Tennessee Gas Pipeline Company
amending Exhibit 10(aa) and replacing Exhibit 10(dd), Atlanta
Gas Light Company Form 10-K for the fiscal year ended
September 30, 1995 (Exhibit 10(b), Atlanta Gas Light Company
Form 10-Q for the quarter ended December 31, 1995).
10.52 Gas Sales Agreement between Seller and Atlanta Gas Light
Company, as Buyer (Exhibit 10(a), Atlanta Gas Light Company
Form 10-Q for the quarter ended March 31, 1995).
10.53 FPS-1 Service Agreement, dated July 9, 1996, between Atlanta
Gas Light Company and Cove Point LNG Limited Partnership
(Exhibit 10(a), Atlanta Gas Light Company Form 10-Q for the
quarter ended June 30, 1996).
10.54 Amendment to FS Agreement, dated September 13, 1994, between
Atlanta Gas Light Company and Transcontinental Gas Pipe Line
Corporation (Exhibit 10.54, Atlanta Gas Light Company Form
10-K for the fiscal year ended September 30, 1996).
10.55 Amendment to Letter Agreement, dated July 13, 1994, among and
between Southern Natural Gas Company, Atlanta Gas Light Company
and Chattanooga Gas Company (Exhibit 10.55, Atlanta Gas
Light Company Form 10-K for the fiscal year ended
September 30, 1996).
10.56 Three-party agreement between ANR Storage Company, Atlanta
Gas Light Company and Southern Natural Gas Company, effective
November 1, 1994 (Exhibit 10.56, Atlanta Gas Light Company
Form 10-K for the fiscal year ended September 30, 1996).
10.57 Displacement Service Agreement, effective December 15, 1996,
between Washington Gas Light Company and Atlanta Gas Light
Company (Exhibit 10.57, Atlanta Gas Light Company
Form 10-K for the fiscal year ended September 30, 1996).
10.58 Amendment to Firm Storage Agreement, effective July 26, 1996,
between Chattanooga Gas Company and Southern Natural Gas
Company amending Exhibit 10(jj) , Atlanta Gas Light Company
Form 10-K for the fiscal year ended September 30, 1995
(Exhibit 10.58, Atlanta Gas Light Company Form 10-K for the
fiscal year ended September 30, 1996).
10.59 Amendatory Agreement, effective August 23, 1996, between
Southern Natural Gas Company and Atlanta Gas Light Company
amending Exhibits 10(ee), 10(ff), 10(hh) and 10(kk),
Atlanta Gas Light Company Form 10-K for the fiscal year
ended September 30, 1995 (Exhibit 10.59, Atlanta Gas
Light Company Form 10-K for the fiscal year ended
September 30, 1996).
10.60 Service Agreement and Amendments under Rate Schedule FS
between Atlanta Gas Light Company and Transcontinental
Gas Pipe Line Corporation (Exhibit 10.60, AGL Resources
Form 10-K for the fiscal year ended September 30, 1997).
10.61 Gas Transportation Agreement under Rate Schedules FT-A and
FT-GS, dated October 16, 1997, between Atlanta Gas Light
Company and East Tennessee Natural Gas Company (Exhibit 10.61,
AGL Resources Form 10-K for the fiscal year ended September
30, 1997).
10.62 Gas Transportation Agreement under Rate Schedules FT-A and
FT-GS, dated October 16, 1997, between Chattanooga Gas Company
and East Tennessee Natural Gas Company (Exhibit 10.62, AGL
Resources Form 10-K for the fiscal year ended September 30,
1997).
10.63 Extension of Service Agreements #904480 under Rate Schedule
FT; #904481 under Rate Schedule FT-NN; and #S20140 under Rate
Schedule CSS, all dated November 1, 1994, between Atlanta Gas
Light Company and Southern Natural Gas Company (Exhibit 10.2,
AGL Resources Form 10-Q for the quarter ended December 31,
1998).
10.64 Amendment to Service Agreement between Transcontinental Gas
Pipe Line Corporation and Atlanta Gas Light Company dated
December 15, 1997 (Exhibit 10.2, AGL Resources Form
10-Q for the quarter ended March 31, 1998).
10.65 Service Agreement between Transcontinental Gas Pipe Line
Corporation and Atlanta Gas Light Company dated
January 14, 1998 (Exhibit 10.3, AGL Resources Form 10-Q
for the quarter ended March 31, 1998).
10.66 Precedent Agreement dated April 16, 1998 between Etowah LNG
Company, LLC and Atlanta Gas Light Company (Exhibit 10.2,
AGL Resources Form 10-Q for the quarter ended June 30, 1998).
10.67 Service Agreement dated November 1, 1998 between
Transcontinental Gas Pipe Line Corporation and Atlanta Gas Light
Company under Part 284(G) which supercedes Rate Schedule X-289.
10.68 Service Agreement dated November 1, 1998 between
Transcontinental Gas Pipe Line Corporation and Atlanta Gas Light
Company under Rate Schedule WSS-Open Access.
13 Portions of the AGL Resources Inc. 1998 Annual Report to
Shareholders.
21 Subsidiaries of AGL Resources Inc.
23 Independent Auditors' Consent.
24 Powers of Attorney (included with Signature Page hereto).
27 Financial Data Schedule.