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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, 2000 Commission File Number 1-14174
AGL RESOURCES INC.
(Exact name of registrant as specified in its charter)
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Georgia 58-2210952
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
817 West Peachtree Street, N.W., Atlanta, Georgia
30308 404-584-9470
(Address and zip code of principal executive offices) (Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Class Name of exchange on which registered
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Common Stock, $5 Par Value New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
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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 _____
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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 shares of Common Stock held by non-affiliates of the
registrant, computed by reference to the closing price of such stock as of
November 30, 2000: $ 996,558,037
The number of shares of Common Stock outstanding as of November 30, 2000 was
54,127,668 shares.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the 2000 Annual Report to Shareholders for AGL Resources Inc. for
the fiscal year ended September 30, 2000 ("Annual Report") are incorporated
herein by reference in Parts I and II and portions of the Proxy Statement for
the 2001 Annual Meeting of Shareholders ("Proxy Statement") are incorporated
herein by reference in Part III.
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TABLE OF CONTENTS
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PART I
Item 1. Business .......................................................... 1
Item 2. Properties ........................................................ 8
Item 3. Legal Proceedings ................................................. 8
Item 4. Submission of Matters to a Vote of Security Holders ............... 8
Item 4.(A). Executive Officers of the Registrant .............................. 9
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters ......................................................... 10
Item 6. Selected Financial Data ........................................... 10
Item 7. Management's Discussion and Analysis of Results of Operations and
Financial Condition ............................................. 10
Item 7.(A). Qualitative and Quantitative Disclosure About Market Risk ......... 10
Item 8. Financial Statements and Supplementary Data ....................... 11
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure ............................................ 11
PART III
Item 10. Directors and Executive Officers of the Registrant ................ 12
Item 11. Executive Compensation ............................................ 12
Item 12. Security Ownership of Certain Beneficial Owners and Management .... 12
Item 13. Certain Relationships and Related Transactions .................... 12
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K .. 13
Signatures ................................................................... 23
Independent Auditors' Report .................................................... 25
Schedule II ................................................................... 26
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PART I
ITEM 1. BUSINESS
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 allows public companies to
provide cautionary remarks about forward-looking statements that they make in
documents that are filed with the Securities and Exchange Commission ("SEC").
Forward-looking statements in our Management's Discussion and Analysis include,
but are not limited to, statements about the following:
. Deregulation;
. Business prospects;
. Concentration of credit risk;
. Environmental investigations and cleanups;
. Quantitative and qualitative disclosures about market risk;
. Virginia Natural Gas acquisition;
. Propane operations; and
. Changes required by the Public Utility Holding Company Act of 1935 ("PUHCA").
Important factors that could cause our actual results to differ substantially
from those in the forward-looking statements include, but are not limited to,
the following:
. Industrial, commercial, and residential growth in the service territories of
AGL Resources and its subsidiaries;
. Changes in price and demand for natural gas and related products;
. Impact of changes in state and federal legislation and regulation on both the
gas and electric industries;
. Effects and uncertainties of deregulation and competition, particularly in
markets where prices and providers historically have been regulated, unknown
risks related to nonregulated businesses, and unknown issues such as the
stability of certificated marketers;
. Concentration of credit risk in certificated marketers;
. Industry consolidation;
. Impact of acquisitions and divestitures;
. Changes in accounting policies and practices issued periodically by
accounting standard-setting bodies;
. Interest rate fluctuations, financial market conditions, and economic
conditions, generally;
. Uncertainties about environmental issues and the related impact of such
issues; and
. Other factors including uncertainties about weather and the related impact of
such factors.
Nature of Our Business
Organizational Structure
AGL Resources Inc. is the registered holding company for:
. Atlanta Gas Light Company ("AGLC"), a natural gas local distribution utility;
. Virginia Natural Gas, Inc. ("VNG"), a natural gas local distribution utility
(see Nature of Our Business - Virginia Natural Gas);
. Chattanooga Gas Company ("Chattanooga"), a natural gas local distribution
utility;
. AGL Energy Services, Inc. ("AGLE"), a gas supply services company; and
. Several non-utility subsidiaries.
AGL Resources Inc. and its subsidiaries are collectively referred to as "AGL
Resources."
AGLC conducts its primary business, the distribution of natural gas, in Georgia
including Atlanta, Athens, Augusta, Brunswick, Macon, Rome, Savannah, and
Valdosta. Chattanooga distributes natural gas in the Chattanooga and Cleveland
areas of Tennessee. VNG distributes natural gas in the Hampton Roads region of
Virginia. The Georgia Public Service Commission ("GPSC") regulates AGLC, the
Tennessee Regulatory Authority ("TRA") regulates Chattanooga and the Virginia
State Corporation Commission ("VSCC") regulates VNG. AGLE is a nonregulated
company that manages gas supply assets for regulated operations and secures gas
supply services for unregulated operations and other unaffiliated retail gas
marketers.
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As of September 30, 2000, AGLC and Chattanooga comprised substantially all of
AGL Resources' assets, revenues, and earnings. The operations and activities of
AGLC, AGLE, and Chattanooga, collectively, are referred to as the "utility." The
utility's total other operating expenses include costs allocated from AGL
Resources Inc.
As of September 30, 2000, AGL Resources owned or had an interest in the
following non-utility businesses:
. SouthStar Energy Services LLC ("SouthStar"), a joint venture among a
subsidiary of AGL Resources and subsidiaries of Dynegy Holdings, Inc. and
Piedmont Natural Gas Company. SouthStar markets natural gas and related
services to residential and small commercial customers in Georgia and to
industrial customers in the Southeast. SouthStar began marketing natural gas
to customers in Georgia during the first quarter of fiscal 1999 under the
trade name Georgia Natural Gas Services;
. AGL Investments, Inc., which manages certain non-utility businesses
including:
. AGL Propane Services, Inc. ("Propane") has a 22.36% ownership interest in US
Propane LLC ("US Propane"). US Propane owns 34% of Heritage Propane Partners
("Heritage Propane") which engages in the sale of propane and related
products and services in 28 states;
. Utilipro, Inc. ("Utilipro"), in which AGL Resources has a 91.74% ownership
interest and which engages in the sale of integrated customer care solutions
and billing services to energy marketers in the United States; and
. AGL Networks, LLC ("AGL Networks"), which will install, and lease to third-
party operators, conduit and fiber optic cable. AGL Networks was incorporated
on August 15, 2000 for the purpose of partnering with other telecommunication
companies to serve Atlanta's rapidly growing demand for high-speed network
capacity.
. AGL Peaking Services, Inc., which owns a 50% interest in Etowah LNG Company,
LLC ("Etowah"), a joint venture with Southern Natural Gas Company. Etowah was
formed for the purpose of constructing, owning, and operating a liquefied
natural gas peaking facility; and
. AGL Capital Corporation, which was established to finance the acquisition of
VNG, refinance existing short-term debt and provide working capital to AGL
Resources and its subsidiaries through a commercial paper program and other
debt facilities.
Virginia Natural Gas
Effective October 1, 2000, AGL Resources acquired all of the outstanding common
stock of VNG, a wholly owned subsidiary of Consolidated Natural Gas Company and
an indirect subsidiary of Dominion Resources, Inc. The purchase price of
approximately $533 million, paid in cash, included approximately $4.8 million in
working capital.
The acquisition was accounted for as a purchase for financial accounting
purposes and as a result VNG's operations will be consolidated with AGL
Resources beginning October 1, 2000. The excess purchase price over the fair
value of the assets acquired and liabilities assumed was allocated to goodwill,
which will be amortized over 40 years.
With the addition of VNG's customer base of approximately 230,000, AGL Resources
is now the second largest natural gas-only distributor in the United States,
serving nearly 1.8 million customers. VNG is headquartered in Norfolk, Virginia,
and serves customers in the Hampton Roads region of southeastern Virginia.
Propane Operations
On February 15, 2000, AGL Resources entered into a definitive agreement to
combine its propane operations with the propane operations of Atmos Energy
Corporation, Piedmont Natural Gas Company, and TECO Energy, Inc. The joint
venture, which is called US Propane, subsequently combined US Propane's
operations with Heritage Propane. The transactions were closed on August 10,
2000. Through these transactions, US Propane acquired ownership of the general
partner, as well as certain limited partner units of Heritage Propane, a master
limited partnership that distributes propane to over 480,000 customers in 28
states.
Overview of the Transition in Georgia from a Regulated to a Competitive Business
Environment
Pursuant to Georgia's 1997 Natural Gas Competition and Deregulation Act
("Deregulation Act"), AGLC unbundled various components of its services to end-
use customers effective October 6, 1998. Historically, only large, interruptible
commercial and industrial customers had the option of purchasing natural gas
from suppliers other than AGLC and transporting such natural gas through AGLC's
distribution system for delivery. The Deregulation Act enabled AGLC to unbundle
its delivery service and other related services from the sale of natural gas for
all customers, thus allowing firm residential and small commercial customers to
purchase natural gas and other services from suppliers other than AGLC.
Effective October 1, 1999, virtually all of AGLC's 1.4 million customers in
Georgia were purchasing natural gas from marketers who were approved and
certificated by the GPSC ("certificated marketers").
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The Deregulation Act provides marketing standards and rules of business practice
to ensure that the benefits of a competitive natural gas market are available to
all customers on AGLC's system. It imposes on certificated marketers an
obligation to serve end-use customers, and creates a Universal Service Fund
("USF"). The USF provides a method to fund the recovery of certificated
marketers' uncollectible accounts, enables AGLC to expand its facilities to
serve the public interest and can be used to reduce rates paid by consumers.
AGLC continues to provide intrastate delivery service through its existing
pipeline system to end-use customers in Georgia, but has exited the natural gas
sales function. AGLC's delivery of natural gas remains subject to the GPSC's
continued regulation of delivery rates, safety, access to AGLC's system, and
quality of service for all aspects of delivery service.
Certificated marketers - including AGL Resources' marketing affiliate, SouthStar
- compete to sell natural gas to end-use customers at market-based prices. AGLC
allocates delivery capacity to certificated marketers in proportion to the
number and size of residential and small commercial customers served by each
certificated marketer. Delivery capacity that is not used on any day to serve
firm residential and small commercial customers is made available to
interruptible commercial and industrial customers. Similarly, AGLC has allocated
to certificated marketers the majority of the pipeline storage services that it
has under contract, along with a corresponding amount of inventory.
During fiscal 1999, AGLC continued to provide gas sales service to customers who
had not yet switched to a certificated marketer. Pursuant to a joint stipulation
agreement with the GPSC, AGLC implemented a rate structure for gas sales that
ensured AGLC's recovery of its purchased gas costs incurred from October 6, 1998
through September 30, 1999, without creating any significant income or loss. The
joint stipulation agreement provided for a true-up for any profit or loss
outside of a specified range during fiscal 1999. During fiscal 2000, pursuant to
the joint stipulation agreement, AGLC remitted approximately $34 million in
over-collected purchased gas costs to the GPSC. Such costs were included in Gas
Cost Credits as of September 30, 1999.
During the second quarter of fiscal 2000, the GPSC instituted a mechanism
pursuant to which certificated marketers were required to provide customers with
a credit on their bill. To be eligible for the refund credit, the customer had
to have been on AGLC's system on May 25, 1999, and still connected as of April
3, 2000. Refund amounts were distributed by the GPSC to the marketers during the
second quarter of fiscal 2000. The average refund per end-use customer was
approximately $25.
Also during the transition to competition, AGLC continued to bill end-use
customers who had not yet switched to certificated marketers for gas sales
service and for certain ancillary services. These ancillary services included
meter reading, billing, bill inquiry, payment processing, and collection
services. Once an end-use customer switched to a certificated marketer for gas
sales service, the Deregulation Act permitted AGLC to bill the marketer only for
the AGLC-provided ancillary services actually used by the marketer. However,
AGLC was unable to eliminate all of the costs associated with the provision of
ancillary services as quickly as customers switched to certificated marketers
for natural gas sales, thereby creating an imbalance between revenues and
expenses throughout fiscal 1999 and into the first quarter of fiscal 2000. All
end-use customers were switched to certificated marketers by the end of January
2000.
As a result of the transition to competition, 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 revenues and expenses do not follow historical patterns due to the
provision of delivery services to end-use customers which are priced based upon
straight fixed variable ("SFV") rates. The effect of SFV rates is to spread
evenly throughout the year AGLC's recovery of its delivery service costs.
Currently, AGLC bills the marketer for each residential customer's annual SFV
capacity in equal monthly installments. As required by the GPSC, effective
February 1, 2001, AGLC will implement a seasonal rate design for the calculation
of each residential customer's annual SFV capacity charge, which is billed to
certificated marketers and reflects the historic volumetric usage pattern for
the entire residential class. Generally, this change should result in
residential customers being billed by the certificated marketers for a higher
capacity charge in the winter months, and a lower charge in the summer months.
AGLC will continue to recognize its residential SFV capacity revenues for
financial reporting purposes as it has historically. Any difference between the
billings under the new seasonal rate design and the SFV revenue recognized will
be deferred and reconciled on an annual basis.
State Regulatory Activity
In March 2000, the GPSC approved a plan to refund approximately $35 million
(including interest) to retail end-use customers of certificated marketers,
pursuant to the joint stipulation agreement. The refund had no effect on AGLC's
earnings, as it was accrued for as Gas Cost Credits as of September 30, 1999,
and was disbursed to customers by retail marketers during April and May 2000.
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The GPSC also approved the disbursement of funds from the USF totaling $1.3
million to AGLC during the year ended September 30, 2000, for system expansion
projects in AGLC's distribution system.
The GPSC also approved a $40 million disbursement from the USF to residential
customers, which will occur in February and March 2001. These disbursements will
have no effect on AGLC's earnings.
In addition, the GPSC approved the extension of AGLC's pipeline contract with
Southern Natural Gas Company ("Southern") in April 2000. The extension settles
Southern's general rate case filing dated September 1, 1999. While the three-
year extension has no effect on the earnings of AGLC, the new contract will
reduce pipeline charges to marketers who may, in turn, pass the savings on to
their end-use customers.
In addition to approving AGL Resources' acquisition of VNG on July 28, 2000, the
VSCC issued an order on September 25, 2000, approving transactions between VNG
and other subsidiaries of AGL Resources. The September order permits the use of
a services company to provide VNG with shared support services including legal,
regulatory, finance, accounting, engineering, gas control, and capacity planning
services. Recovery of the costs associated with such services will continue to
be subject to the rate and regulatory authority of the VSCC.
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 staff of the GPSC that
details a 10-year pipeline replacement program for approximately 2,300 miles of
cast iron and bare steel pipe. Over that 10-year period, AGLC will recover from
end-use customers, through billings to certificated marketers, the costs related
to the program net of any cost savings from the program.
During fiscal 2000, approximately 248 miles of pipe were replaced pursuant to
the program. During that period, AGLC's capital expenditures and operation and
maintenance expenses related to the program were approximately $49.2 million and
$8.4 million, respectively. All such amounts will be recovered through a
combination of SFV rates and a pipeline safety revenue rider. On October 1,
1999, AGLC began recovering costs of the program through the pipeline safety
revenue rider. The amount recovered during fiscal 2000 was approximately $2.0
million.
Weather Normalization. The weather normalization adjustment rider ("WNAR"),
authorized by the TRA to offset the impact of unusually cold or warm weather on
customer billings and operating margin, remains in effect for Chattanooga. The
WNAR in effect for AGLC was discontinued when the SFV rate structure became
effective on June 30, 1998, since the annual revenues collected through SFV
rates do not vary with changes in the weather.
Inventory Assignment. Pursuant to the Deregulation Act, certificated marketers,
including AGLC's marketing affiliate, began selling natural gas to firm end-use
customers at market-based prices in November 1998. Part of the unbundling
process is the allocation of certain pipeline services that AGLC has under
contract, including interstate pipeline transportation and gas storage. In
particular, AGLC has allocated the majority of its pipeline storage services
that it has under contract to the certificated marketers, along with a
corresponding amount of inventory based on the respective market share of the
certificated marketers. Following the rules of AGLC's tariff, the sale price was
the weighted average cost of the storage inventory at the time of sale. AGLC
changed its inventory costing method for its gas inventories from first-in,
first-out to weighted average effective October 1, 1998. The weighted average
cost-flow assumption provides for a more equitable pricing method for the sale
of gas inventories to certificated marketers.
As of September 30, 2000, AGLC had $19.7 million in gas storage. This amount
represents AGLC's retained storage, which represents the underground storage
capacity retained by AGLC to balance temporary differences between certificated
marketers' expected and actual demand.
Regulatory Accounting. AGL Resources has recorded regulatory assets and
liabilities in its Consolidated Balance Sheets, in accordance with Statement of
Financial Accounting Standards ("SFAS") 71, "Accounting for the Effects of
Certain Types of Regulation."
In July 1997, the Emerging Issues Task Force ("EITF") concluded that once
legislation is passed to deregulate a segment of a utility and that legislation
includes sufficient detail for the enterprise to determine how the transition
plan will affect that segment, SFAS 71 should be discontinued for that segment
of the utility. The EITF consensus permits assets and liabilities of a
deregulated segment to be retained if they are recoverable through a segment
that remains regulated.
Georgia has enacted legislation that allows deregulation of natural gas sales
and the separation of some ancillary services of local natural gas distribution
companies. However, the rates that AGLC, as the local gas distribution company,
charges to transport
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natural gas through its intrastate pipe system will continue to be regulated by
the GPSC. Therefore, the continued application of SFAS 71 is appropriate for
regulatory assets and liabilities related to AGLC's delivery services.
Gas Supply Contracts
In connection with and following AGLC's exit from the natural gas sales service
function, AGLC terminated three long-term gas supply contracts, and certain of
these contracts required the payment of an aggregate of $2.5 million of
reservation charges. AGLC was permitted to utilize the Gas Cost Credits balance
to pay these reservation charges.
Federal Regulatory Activity
Effective October 10, 2000, AGL Resources became a registered public utility
holding company under PUHCA and is subject to regulation by the SEC.
FERC Order 637: Transition Costs Settlement Agreements. The Federal Energy
Regulatory Commission ("FERC") issued Order No. 637 on February 9, 2000, which
revises the FERC's rules governing the operations of the utility's interstate
pipeline suppliers. Among other things, the FERC:
. On an experimental basis through September 30, 2002, permitted holders of
firm pipeline capacity to release the capacity to other customers at a price
greater than the pipeline's maximum rate for the same capacity;
. Authorized pipelines to propose different rates for services rendered during
periods of peak usage, and to propose rates that would differ based on the
length of a customer's contract; and
. Declined, for the present time, to permit pipelines and their customers to
establish individually negotiated terms and conditions of service that depart
from generally applicable pipeline tariff rules.
On May 19, 2000, the FERC issued order No. 637-A, granting and denying rehearing
in part of order No. 637, and making clarifying adjustments to its final rule.
Among other things, the FERC clarified that all capacity release transactions of
more than one month must be subject to posting and bidding as long as waiver of
the maximum rate ceiling is in effect, thereby eliminating the exemption from
posting and bidding that previously applied to certain transactions, including
rollovers of monthly prearranged capacity release transactions set at the
maximum tariff rate. AGL Resources cannot predict how these revisions may affect
its utility operations.
The FERC has required the utility, as well as other interstate pipeline
customers, to pay transition costs associated with the separation of the
pipeline suppliers' transportation and gas supply services. Based on its
pipeline suppliers' filings with the FERC, the utility has determined that the
total portion of its transition costs from all of its pipeline suppliers was
$108.1 million. As of September 30, 2000, all of those costs had been incurred
and were being recovered from the utility's customers under rates charged for
the distribution of gas.
During fiscal 2000, the utility paid $89.9 million in transition costs to
Southern pursuant to a restructuring settlement that resolves all transition
cost issues for Southern.
On March 10, 2000, Southern filed a settlement to resolve all issues arising out
of its September 1, 1999 general rate case filing. Among other matters, the
settlement provides for the termination of Southern's interstate pipeline
affiliate, South Georgia Natural Gas Company ("South Georgia"), as a separate
entity, with Southern absorbing South Georgia's facilities and operations. The
settlement rates represent a decrease of approximately $6 million per year under
the utility's existing contracts for firm interstate pipeline capacity. In
return for the rate reduction, firm contract holders were required to extend
their existing contracts by three years. The utility filed comments requesting
that the FERC approve the settlement and the approval was granted on May 31,
2000.
AGLC is involved in three Transcontinental Gas Pipe Line Corporation rate cases,
which concern rates in effect since September 1, 1995, as well as proposed
changes to take effect prospectively. These rate proceedings are at various
stages of litigation before the FERC, and none of these proceedings are final.
At the present time, AGLC cannot predict the effect of these proceedings on
rates or operations.
Environmental Matters
Before natural gas was widely available in the Southeast, AGLC manufactured gas
from coal and other fuels. Those manufacturing operations were known as
manufactured gas plants ("MGP"), which AGLC ceased operating in the 1950s.
Because of recent environmental concerns, AGLC is required to investigate
possible environmental contamination at those plants and, if necessary, clean up
any contamination.
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AGLC has been associated with nine MGP sites in Georgia and three in Florida.
Based on investigations to date, AGLC believes that some cleanup is likely at
most of the sites. In Georgia, the state Environmental Protection Division
supervises the investigation and cleanup of MGP sites. In Florida, the U.S.
Environmental Protection Agency has that responsibility.
For each of the MGP sites, AGLC has estimated, where possible, its share of the
likely costs of investigation and cleanup. AGLC currently estimates that its
total future cost of investigating and cleaning up its MGP sites is between
$111.7 million and $171.8 million. This estimate does not include other
potential expenses, such as unasserted property damage or personal injury
claims, legal expenses or other costs for which AGLC may be held liable, but
with respect to which the amount can not be reasonably forecast. Within that
range, AGLC cannot identify any single number as a "better" estimate of its
likely future costs, because its actual future investigation and cleanup costs
will be affected by a number of contingencies that cannot be quantified at this
time. Consequently, as of September 30, 2000, AGLC has recorded the lower end of
the range, or $111.7 million, as a liability.
AGLC has entered into a contract with ThermoRetec Consulting Corporation
("ThermoRetec") for management of the investigation and cleanup of AGLC's MGP
sites. Under this contract, AGLC's former MGP sites are classified into two
categories. Where AGLC is not the primary responsible party, ThermoRetec will
provide management oversight and coordination between AGLC and other responsible
parties. At all other sites, ThermoRetec will provide all services that will
eventually result in cleanup and regulatory finality for those MGP sites within
specified deadlines. With respect to these latter sites, the agreement between
AGLC and ThermoRetec establishes a performance-based fee arrangement, under
which a portion of ThermoRetec's compensation is tied to the relationship
between certain specified components of the cleanup costs and specified
benchmarks for those cost components. Management does not believe the
outsourcing of the management will have a material effect on the total future
cost of investigating and cleaning up the MGP sites.
As of September 30, 1999, AGLC had recorded a liability of $102.4 million.
During fiscal 2000, the liability increased $9.3 million due to revised
estimates of future costs, which resulted in a corresponding increase in the
unrecovered environmental response cost asset.
AGLC has two ways of recovering investigation and cleanup costs. First, the GPSC
has approved an environmental response cost recovery rider. It allows the
recovery of costs of investigation, testing, cleanup, and litigation. Because of
that rider, AGLC has recorded a regulatory asset for actual and projected future
costs related to investigation and cleanup, to be recovered from the rate payers
in future years. During fiscal 2000, AGLC recovered $4.3 million through its
environmental response cost recovery rider.
The second way AGLC can recover costs is by exercising the legal rights AGLC
believes it has to recover a share of its costs from other potentially
responsible parties, typically former owners or operators of the MGP sites. AGLC
has been actively pursuing those recoveries. There were no material recoveries
during fiscal 2000.
Competition
Utility. The utility competes with alternative energy suppliers to distribute
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. AGLC also competes to
distribute gas to large commercial and industrial customers who seek to bypass
AGLC's distribution system.
Pursuant to the GPSC's rate case order of June 30, 1998, AGLC has been able to
price distribution services to large commercial and industrial customers in one
of three ways:
. GPSC-approved rates in AGLC's tariff;
. Negotiated 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 certificated marketers, who are authorized to use capacity
on AGLC's distribution system that is allocated to the certificated marketers
for firm residential and small commercial customers, whenever such capacity is
not being used for firm customers.
Non-utility. AGL Resources engages in several competitive, energy-related
businesses, including gas supply services, wholesale and retail propane sales,
customer care services, and the sale of energy-related products and services for
residential, commercial, and industrial customers throughout the Southeast.
Unlike the utility, the non-utility businesses are not regulated. The non-
utility businesses typically face competition from other companies in the same
or similar businesses.
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SouthStar competes with other energy marketers, including certificated marketers
in Georgia, to provide natural gas and related services to customers in Georgia
and the Southeast. SouthStar began marketing natural gas to all customers in
Georgia during the first quarter of fiscal 1999. Marketing efforts during the
transition to competition in Georgia consisted of advertising and promotional
campaigns. As of October 1, 2000, SouthStar had the largest market share among
approximately 12 certificated and active marketers in Georgia.
Utilipro competes with other customer care service providers throughout the
United States. Utilipro anticipates that the number of competitors will increase
as energy markets in the United States become deregulated.
Corporate Reorganization
AGL Resources undertook an operational excellence project during fiscal 2000.
The goal was to improve productivity and profitability through internal
operational activity reassessment supported with external benchmarks. The
project concluded prior to September 30, 2000, and resulted in AGL Resources
reorganizing various functions and identifying specific positions to be
eliminated.
Significant Customers
Information relating to significant customers and disclosures is contained under
the caption "Concentration of Credit Risk" included in "Management's Discussion
and Analysis of Results of Operations and Financial Condition" in the Annual
Report and is incorporated herein by reference.
Employees
On September 30, 2000, AGL Resources and its subsidiaries had 1,938 employees.
Of that total, approximately 500 employees are covered under collective
bargaining agreements. There are currently four collective bargaining contracts,
with the Teamster contract representing the largest group of 263 employees. The
Teamster agreement expired in September 2000, and a new agreement, which is
effective through March 2003, was reached on October 27, 2000. Two additional
contracts will expire in fiscal 2001, which represent approximately 70
employees.
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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 237 cities and surrounding areas in the
State of Georgia and 12 cities and surrounding areas in the State of Tennessee.
As of September 30, 2000, AGLC had 27,720 miles of mains and approximately
5,950,000 Mcf of LNG storage capacity in three LNG plants to supplement the gas
supply in very cold weather or emergencies. As of September 30, 2000,
Chattanooga had 1,450 miles of mains and approximately 1,080,000 Mcf of LNG
storage capacity in its LNG plant. At September 30, 2000, the utility's gross
utility plant amounted to approximately $2.4 billion.
At September 30, 2000, AGL Resources' gross nonutility property amounted to
approximately $88 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 these proceedings, see the preceding sections in Part I, Item 1,
"Business - State Regulatory Matters", "Business - Federal Regulatory Matters",
"Business - Environmental Matters", and "Business - Significant Customers."
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.
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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, 2000.
Paula G. Rosput, age 43, President and Chief Executive Officer of the Company
since August 2000; Chairman, President and Chief Executive Officer of AGLC since
August 2000; President and Chief Operating Officer of AGLC from September 1998
until August 2000; President and Chief Executive Officer of Duke Energy Power
Services, Inc., a subsidiary of Duke Energy from 1997 until September 1998;
President of PanEnergy Power Services, Inc. from 1995 until 1997; and Senior
Vice President of Pacific Gas Transmission Company from 1988 until 1995. Ms.
Rosput, 43, has been a director since August 2000.
Clayton H. Preble, age 53, Senior Vice President since August 2000; Senior Vice
President Marketing, Communications, and External Relations of AGL Resources
from June 1999 until August 2000; Senior Vice President of SouthStar Energy
Services LLC from its organization in July 1998 until June 1999; Senior Vice
President of Georgia Natural Gas Company (f/k/a The Energy Spring, Inc.) from
April 1998 until June 1999; President of The Energy Spring, Inc. from its
organization in July 1996 until April 1998; Vice President of AGL Resources from
1996 until 1998; and Vice President, Marketing of AGLC from 1994 until 1996.
Paul R. Shlanta, age 43, Senior Vice President and General Counsel of AGL
Resources and AGLC since September 1998; and a principal with Rowe, Foltz &
Martin, P.C., an Atlanta law firm, from January 1994 until August 1998.
Donald P. Weinstein, age 35, Senior Vice President and Chief Financial Officer
of AGL Resources and AGLC since November 1999; Vice President Planning and
Development of Citizens Utilities Company from 1997 until 1999; and Director
Financial Planning and Analysis Citizens Utilities Company from 1995 until 1997.
Michele H. Collins, age 43, served as Senior Vice President and Chief
Administrative and Technology Officer of AGL Resources from March 1999 through
October 2000; Assistant Vice President; Information systems of McDonald's
Corporation from May 1995 through February 1999; and Business Unit Executive of
IBM from 1990 until 1994.
There are no family relationships among the executive officers.
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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 68 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 18 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 19 through 39 in the Annual Report and is incorporated
herein by reference.
ITEM 7.(A) QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK
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 page 39 in the Annual Report and is incorporated herein by
reference.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item with respect to financial statements is
set forth on pages 40 through 66 in the Annual Report. Such information is
incorporated herein by reference and includes:
. Consolidated Balance Sheets as of September 30, 2000 and 1999.
. Statements of Consolidated Income for the years ended September 30, 2000,
1999 and 1998.
. Statements of Consolidated Common Stockholders' Equity for the years ended
September 30, 2000, 1999, and 1998.
. Statements of Consolidated Cash Flows for the years ended September 30, 2000,
1999 and 1998.
. 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
None
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11
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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.
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12
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents Filed as Part of This Report:
1. Financial Statements
Included under Item 8 are the following financial statements:
. Consolidated Balance Sheets as of September 30, 2000 and 1999.
. Statements of Consolidated Income for the Years Ended September 30,
2000, 1999 and 1998.
. Statements of Consolidated Common Stockholders' Equity for the
Years Ended September 30, 2000, 1999 and 1998.
. Statements of Consolidated Cash Flows for the Years Ended September
30, 2000, 1999 and 1998.
. 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, 2000
. Independent Auditors' Report.
. Financial Statement Schedule 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.
2.1 Purchase Agreement, dated as of July 29, 1999, by and between AGL
Power Services, Inc. (the "Seller"), Sonat Energy Services Company
(the "Purchaser"), Sonat Power Marketing, Inc., Sonat Inc., and AGL
Resources Inc. (Exhibit 2.1, AGL Resources Form 10-K for the fiscal
year ended September 30, 1999).
2.1.a Stock Purchase Agreement dated May 8, 2000 by and between AGL
Resources Inc. and Consolidated Natural Gas Company, Virginia Natural
Gas, Inc. and Dominion Resources, Inc. (Exhibit 2.1, AGL Resources
Inc. Form 10-Q for the quarter ended June 30, 2000).
2.2 Purchase Agreement, dated as of July 29, 1999, by and between AGL Gas
Marketing, Inc. (the "Seller"), Sonat Energy Services Company (the
"Purchaser"), AGL Resources Inc., Sonat Marketing Company, and Sonat
Inc. (Exhibit 2.2, AGL Resources Form 10-K for the fiscal year ended
September 30, 1999).
2.2.a First Amendment to Stock Purchase Agreement dated October 1, 2000 by
and between AGL Resources Inc. and Consolidated Natural Gas Company,
Virginia Natural Gas, Inc. and Dominion Resources, Inc. (Exhibit 2.2,
AGL Resources Inc. Current Report on Form 8-K dated October 18, 2000)
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 October 31, 2000.
4.1 Specimen form of Common Stock certificate (Exhibit 4.1, AGL Resources
Form 10-K for the fiscal year ended September 30, 1999).
4.2.a Specimen form of Right certificate (Exhibit 1, Current Report on Form
8-K filed March 6, 1996).
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4.2.b Specimen form of Right certificate, as amended (Exhibit 4.2.b, AGL
Resources Form 10-K for the fiscal year ended September 30, 1999).
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 Early Retirement Agreement in substantially the form entered into
between AGL Resources Inc. and three of its executive officers
(Exhibit 10.1.a, AGL Resources Form 10-Q for the quarter ended June
30, 1999).
10.1.d 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.e Consulting Agreement in substantially the form entered into between
AGL Resources Inc. and one of its named executive officers (Exhibit
10.1.e, AGL Resources Form 10-K for the fiscal year ended September
30, 1999).
10.1.f AGL Resources Inc. Long-Term Incentive Plan (Exhibit 10.1.f, AGL
Resources Form 10-K for the fiscal year ended September 30, 1999).
10.1.g 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.h 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.i 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.j 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.k 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.l 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.m 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.n Seventh Amendment to the AGL Resources Inc. Long-Term Stock Incentive
Plan of 1990 (Exhibit 10.1, AGL Resources Form 10-Q for the quarter
ended December 31, 1998).
10.1.o Eighth Amendment to the AGL Resources Inc. Long-Term Stock Incentive
Plan of 1990 (Exhibit 10.1, AGL Resources Form 10-Q for the quarter
ended March 31, 2000).
10.1.p AGL Resources Inc. Nonqualified Savings Plan as amended and restated
as of July 1, 1998. (Exhibit 10.1.o, AGL Resources Form 10-K for the
fiscal year ended September 30, 1999).
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10.1.q 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.r First Amendment of the Atlanta Gas Light Company 1996 Non-Employee
Directors Equity Compensation Plan (Exhibit 10.2, AGL Resources Form
10-Q for the quarter ended March 31, 2000).
10.1.s Second Amendment of the Atlanta Gas Light Company 1996 Non-Employee
Directors Equity Compensation Plan (Exhibit 10.3, AGL Resources Form
10-Q for the quarter ended March 31, 2000).
10.1.t Third Amendment of the Atlanta Gas Light Company 1996 Non-Employee
Directors Equity Compensation Plan (Exhibit 10.4, AGL Resources Form
10-Q for the quarter ended March 31, 2000).
10.1.u 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).
10.1.v First Amendment to the AGL Resources Inc. 1998 Common Stock
Equivalent Plan for Non-Employee Directors (Exhibit 10.5, AGL
Resources Form 10-Q for the quarter ended March 31, 2000).
10.1.w Form of Continuity Agreement between AGL Resources Inc. and certain
executive officers (Exhibit 10.2, AGL Resources Form 10-Q for the
quarter ended June 30, 2000).
10.1.x Continuity Agreement, dated August 28, 2000, by and between AGL
Resources Inc. and Paula G. Rosput.
10.1.y Compensation Agreement, dated September 27, 2000, by and between AGL
Resources Inc. and Donald P. Weinstein.
10.1.z Separation Agreement, dated November 10, 2000, in substantially the
form entered into by and between AGL Resources Inc. and Michele H.
Collins.
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 Amendment to Service Agreement under Rate Schedule LG-A, effective
December 1, 1997, between Atlanta Gas Light Company and
Transcontinental Gas Pipe Line Corporation.
10.5 Storage Transportation Agreement, dated June 1, 1979, between Atlanta
Gas Light Company and Southern Natural Gas Company, (Exhibit 5(n),
Registration No. 2-65487).
10.6 Amendment to Storage Transportation Agreement under Rate Schedule STS,
dated March 1, 2000, between Atlanta Gas Light Company and Southern
Natural Gas Company.
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).
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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 Form of Service Agreement-SG Facilities under Rate Schedule FT, dated
August 1, 2000, between Atlanta Gas Light Company and South Georgia
Natural Gas Company.
10.17 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).
10.18 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).
10.19 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).
10.20 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).
10.21 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).
10.22 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).
10.23 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).
10.24 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).
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10.25 Amendment to Gas Storage Contracts #3999 (now Agreement #22923) and
#3947 under Rate Schedule FS dated May 15, 2000, between Chattanooga
Gas Company and Tennessee Gas Pipeline Company.
10.26 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).
10.27 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).
10.28 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).
10.29 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).
10.30 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).
10.31 Amendment to Service Agreements #902470, Package Number 1; 904460,
Package Numbers 2, 3, 4, and 5 under Rate Schedule FT; 904461, Package
Numbers 4 and 5 under Rate Schedule FT-NN; and S20150, Package Numbers
3 and 4 under Rate Schedule CSS, dated March 1, 2000, between Atlanta
Gas Light Company and Southern Natural Gas Company.
10.32 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).
10.33 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).
10.34 Amendment to Service Agreements #904480, Package Number 1, under Rate
Schedule FT, #904481, Package Number 1, under Rate Schedule FT-NN, and
Service Agreement #S20140, Package Number 1, under Rate Schedule CSS,
dated March 1, 2000, between Atlanta Gas Light Company and Southern
Natural Gas Company.
10.35 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).
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10.36 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).
10.37 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).
10.38 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).
10.39 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).
10.40 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).
10.41 Amendment to Service Agreements #904471, Package Number 3, under Rate
Schedule FT-NN and Storage Agreement S20130, Package Number 1, under
Rate Schedule CSS, dated March 1, 2000, between Chattanooga Gas
Company and Southern Natural Gas Company.
10.42 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).
10.43 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).
10.44 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).
10.45 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).
10.46 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).
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10.47 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).
10.48 Firm Transportation Agreement, dated June 1, 1995, 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).
10.49 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).
10.50 Firm Storage Agreement, effective July 1, 1995, 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).
10.51 Firm Storage Agreement, effective July 1, 1995, 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).
10.52 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).
10.53 Firm Storage Agreement, effective July 1, 1995, 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).
10.54 Firm Storage Agreement, effective July 1, 1995, 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).
10.55 Firm Storage Agreement, effective January 1, 1995, 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).
10.56 Firm Storage Agreement, effective January 1, 1995, 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).
10.57 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).
10.58 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).
19
<PAGE>
10.59 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).
10.60 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).
10.61 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).
10.62 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).
10.63 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).
10.64 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).
10.65 Amendment to Gas Transportation Agreement under Rate Schedules FT-A
and FT-GS, Package Number 33653, dated June 1, 2000, between
Chattanooga Gas Company and East Tennessee Natural Gas Company.
10.66 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).
10.67 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).
10.68 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).
10.69 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).
10.70 Amendment, dated October 14, 1999, to Precedent Agreement dated April
16, 1998 between Etowah LNG Company, LLC and Atlanta Gas Light Company
(Exhibit 10.65, AGL Resources Form 10-K for the fiscal year ended
September 30, 1999).
10.71 Amended and Restated Precedent Agreement, dated March 31, 2000, by and
between Atlanta gas Light Company and Etowah LNG Company, L.L.C.
10.72 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 (Exhibit 10.67, AGL Resources
Form 10-K for the fiscal year ended September 30, 1998).
10.73 Service Agreement dated November 1, 1998 between Transcontinental Gas
Pipe Line Corporation and Atlanta Gas Light Company under Rate
Schedule WSS-Open Access (Exhibit 10.68, AGL Resources Form 10-K for
the fiscal year ended September 30, 1998).
20
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10.74 Service Agreement #3.7178 dated May 23, 2000, between Transcontinental
Gas Pipe Line Corporation and Atlanta Gas Light Company under Rate
Schedule FT.
10.75 Guaranty Agreement effective November 1, 1998 between Atlanta Gas
Light Company and AGL Resources Inc (Exhibit 10.68, AGL Resources Form
10-K for the fiscal year ended September 30, 1999).
10.76 Indemnification Agreement entered into on January 15, 1999 between
Piedmont Propane Company and AGL Resources Inc. (Exhibit 10.69, AGL
Resources Form 10-K for the fiscal year ended September 30, 1999).
10.77 Indemnification Agreement entered into on January 15, 1999 between
Dynegy Inc. and AGL Resources Inc. (Exhibit 10.70, AGL Resources Form
10-K for the fiscal year ended September 30, 1999).
10.78 Loan Agreement effective June 30, 1999 between SouthStar Energy
Services, LLC, Georgia Natural Gas Company, Piedmont Energy Company,
and Dynegy Hub Services Inc. (Exhibit 10.71, AGL Resources Form 10-K
for the fiscal year ended September 30, 1999).
10.79 Form of Commercial Paper Dealer Agreement between AGL Capital
Corporation, as Issuer, AGL Resources Inc., as Guarantor, and the
Dealers named therein, dated September 25, 2000.
10.80 Guarantee of AGL Resources Inc. dated October 5, 2000.
10.81 Issuing and Paying Agency Agreement dated September 25, 2000, between
AGL Capital Corporation and The Bank of New York.
10.82 Master Management Services Agreement dated April 24, 2000, by and
between Atlanta Gas Light Company and Environmental ThermoRetec
Consulting Corporation. (Exhibit 10.1, AGL Resources 10-Q for the
quarter ended June 30, 2000.) (Confidential treatment pursuant to 17
CFR Sections 200.80 (b) and 240.24b-2 has been granted regarding
certain portions of this exhibit, which portions have been filed
separately with the Commission.)
10.83 Credit Agreement dated October 6, 2000, by and between AGL Resources
Inc., AGL Capital Corporation, as Borrower, and the Lenders named
therein.
10.84 Guarantee dated October 6, 2000, by and between AGL Resources Inc.,
the Grantor and SunTrust Bank, as Administrative Agent for the Lenders
named in the Credit Agreement dated October 6, 2000 by and between AGL
Capital Corporation, as Borrower and the Lenders named therein.
10.85 Gas Transportation Agreement # 34007, dated November 2, 2000, under
Rate Schedule FT-A, by and between Tennessee Gas Pipeline Company and
Chattanooga Gas Company.
13 Portions of the AGL Resources Inc. 2000 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.
The remainder of this page was intentionally left blank.
21
<PAGE>
(b) Reports on Form 8-K
. On October 6, 1999, AGL Resources filed a Current Report on Form 8-K
dated October 5, 1999, containing: "Item 7 - Exhibits"; Exhibit 99 -
Form of Press Release, dated October 5, 1999.
. On October 27, 1999, AGL Resources filed a Current Report on Form 8-K
dated October 27, 1999, containing: "Item 7 - Exhibits"; Exhibit 99 -
Form of Press Release, dated October 27, 1999.
. On November 19, 1999, AGL Resources filed a Current Report on Form 8-K
dated November 18, 1999, containing: "Item 7 - Exhibits"; Exhibit 99 -
Year 2000 Readiness Disclose.
. On February 17, 2000, AGL Resources filed a Current Report on Form 8-K
dated February 16, 2000, containing: "Item 7 - Exhibits"; Exhibit 99 -
Form of Press Release, dated February 16, 2000.
. On May 8, 2000, AGL Resources filed a Current Report on Form 8-K dated
May 8, 2000, containing: "Item 7 - Exhibits"; Exhibit 99 - Form of Press
Release, dated May 8, 2000.
. On June 16, 2000, AGL Resources filed a Current Report on Form 8-K dated
June 15, 2000, containing: "Item 7 - Exhibits"; Exhibit 99 - Form of
Press Release, dated June 15, 2000.
. On June 30, 2000, AGL Resources filed a Current Report on Form 8-K dated
June 29, 2000, containing: "Item 7 - Exhibits"; Exhibit 99 - Form of
Press Release, dated June 29, 2000.
. On August 10, 2000, AGL Resources filed a Current Report on Form 8-K
dated August 9, 2000, containing: "Item 7 - Exhibits"; Exhibit 99 - Form
of Press Release, dated August 9, 2000.
. On August 11, 2000, AGL Resources filed a Current Report on Form 8-K
dated August 10, 2000, containing: "Item 7 - Exhibits"; Exhibit 99 -
Form of Press Release, dated August 10, 2000.
. On October 18, 2000, AGL Resources filed a Current Report on Form 8-K
dated October 6, 2000, in connection with the acquisition of VNG.
. On November 17, 2000, AGL Resources filed a Current Report on Form 8-K
dated November 17, 2000, containing: "Item 9 - Regulation FD
Disclosure."
The remainder of this page was intentionally left blank.
22
<PAGE>
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 18, 2000.
AGL RESOURCES INC.
By: /s/ Paula G. Rosput
------------------------
Paula G. Rosput
President and Chief Executive Officer
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Paula G. Rosput, Paul R. Shlanta and Donald P.
Weinstein, 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, 2000 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 October 31, 2000.
Signatures Title
---------- -----
/s/ Paula G. Rosput President and Chief Executive Officer
---------------------------
Paula G. Rosput (Principal Executive Officer) and Director
/s/ Donald P. Weinstein Senior Vice President and Chief Financial
---------------------------
Donald P. Weinstein Officer (Principal Accounting and Financial
Officer)
/s/ D. Raymond Riddle Chairman
---------------------------
D. Raymond Riddle
/s/ Frank Barron, Jr. Director
---------------------------
Frank Barron, Jr.
/s/ Otis A. Brumby, Jr. Director
---------------------------
Otis A. Brumby, Jr.
/s/ Robert S. Jepson, Jr. Director
---------------------------
Robert S. Jepson, Jr.
/s/ Wyck A. Knox, Jr. Director
---------------------------
Wyck A. Knox, Jr.
/s/ Dennis M. Love Director
---------------------------
Dennis M. Love
/s/ Betty L. Siegel Director
---------------------------
Betty L. Siegel
/s/ Ben J. Tarbutton, Jr. Director
---------------------------
Ben J. Tarbutton, Jr.
23
<PAGE>
/s/ Felker W. Ward, Jr. Director
---------------------------
Felker W. Ward, Jr.
24
<PAGE>
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, 2000 and 1999 and the related statements of
consolidated income, common stockholders' equity, and cash flows for each of the
three years in the period ended September 30, 2000 and have issued our report
thereon dated October 25, 2000; such financial statements and report are
included in your 2000 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
October 25, 2000
25
<PAGE>
Schedule II
AGL Resources Inc. and Subsidiaries
VALUATION AND QUALIFYING ACCOUNT - ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS FOR THE
YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998
<TABLE>
<CAPTION>
(In Millions)
--------------------------------------------------------------------------------------------------
2000 1999 1998
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance, beginning of year $ 4.3 $ 4.1 $ 2.6
Addition:
Provisions charged to income 6.0 12.4 8.1
--------------------------------------------------------------------------------------------------
Total 10.3 16.5 10.7
Deduction:
Accounts written off as uncollectible, net 2.0 12.2 6.6
--------------------------------------------------------------------------------------------------
Balance, end of year $ 8.3 $ 4.3 $ 4.1
==================================================================================================
</TABLE>
26
<PAGE>
EXHIBIT INDEX
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.
2.1 Purchase Agreement, dated as of July 29, 1999, by and between AGL
Power Services, Inc. (the "Seller"), Sonat Energy Services Company
(the "Purchaser"), Sonat Power Marketing, Inc., Sonat Inc., and AGL
Resources Inc. (Exhibit 2.1, AGL Resources Form 10-K for the fiscal
year ended September 30, 1999).
2.1.a Stock Purchase Agreement dated May 8, 2000 by and between AGL
Resources Inc. and Consolidated Natural Gas Company, Virginia Natural
Gas, Inc. and Dominion Resources, Inc. (Exhibit 2.1, AGL Resources
Inc. Form 10-Q for the quarter ended June 30, 2000).
2.2 Purchase Agreement, dated as of July 29, 1999, by and between AGL Gas
Marketing, Inc. (the "Seller"), Sonat Energy Services Company (the
"Purchaser"), AGL Resources Inc., Sonat Marketing Company, and Sonat
Inc. (Exhibit 2.2, AGL Resources Form 10-K for the fiscal year ended
September 30, 1999).
2.2.a First Amendment to Stock Purchase Agreement dated October 1, 2000 by
and between AGL Resources Inc. and Consolidated Natural Gas Company,
Virginia Natural Gas, Inc. and Dominion Resources, Inc. (Exhibit 2.2,
AGL Resources Inc. Current Report on Form 8-K dated October 18, 2000)
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 October 31, 2000.
4.1 Specimen form of Common Stock certificate (Exhibit 4.1, AGL Resources
Form 10-K for the fiscal year ended September 30, 1999).
4.2.a Specimen form of Right certificate (Exhibit 1, Current Report on Form
8-K filed March 6, 1996).
<PAGE>
4.2.b Specimen form of Right certificate, as amended (Exhibit 4.2.b, AGL
Resources Form 10-K for the fiscal year ended September 30, 1999).
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 Early Retirement Agreement in substantially the form entered into
between AGL Resources Inc. and three of its executive officers
(Exhibit 10.1.a, AGL Resources Form 10-Q for the quarter ended June
30, 1999).
10.1.d 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.e Consulting Agreement in substantially the form entered into between
AGL Resources Inc. and one of its named executive officers (Exhibit
10.1.e, AGL Resources Form 10-K for the fiscal year ended September
30, 1999).
10.1.f AGL Resources Inc. Long-Term Incentive Plan (Exhibit 10.1.f, AGL
Resources Form 10-K for the fiscal year ended September 30, 1999).
10.1.g 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.h 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.i 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.j 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.k 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.l 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.m 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.n Seventh Amendment to the AGL Resources Inc. Long-Term Stock Incentive
Plan of 1990 (Exhibit 10.1, AGL Resources Form 10-Q for the quarter
ended December 31, 1998).
10.1.o Eighth Amendment to the AGL Resources Inc. Long-Term Stock Incentive
Plan of 1990 (Exhibit 10.1, AGL Resources Form 10-Q for the quarter
ended March 31, 2000).
10.1.p AGL Resources Inc. Nonqualified Savings Plan as amended and restated
as of July 1, 1998. (Exhibit 10.1.o, AGL Resources Form 10-K for the
fiscal year ended September 30, 1999).
2
<PAGE>
10.1.q 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.r First Amendment of the Atlanta Gas Light Company 1996 Non-Employee
Directors Equity Compensation Plan (Exhibit 10.2, AGL Resources Form
10-Q for the quarter ended March 31, 2000).
10.1.s Second Amendment of the Atlanta Gas Light Company 1996 Non-Employee
Directors Equity Compensation Plan (Exhibit 10.3, AGL Resources Form
10-Q for the quarter ended March 31, 2000).
10.1.t Third Amendment of the Atlanta Gas Light Company 1996 Non-Employee
Directors Equity Compensation Plan (Exhibit 10.4, AGL Resources Form
10-Q for the quarter ended March 31, 2000).
10.1.u 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).
10.1.v First Amendment to the AGL Resources Inc. 1998 Common Stock
Equivalent Plan for Non-Employee Directors (Exhibit 10.5, AGL
Resources Form 10-Q for the quarter ended March 31, 2000).
10.1.w Form of Continuity Agreement between AGL Resources Inc. and certain
executive officers (Exhibit 10.2, AGL Resources Form 10-Q for the
quarter ended June 30, 2000).
10.1.x Continuity Agreement, dated August 28, 2000, by and between AGL
Resources Inc. and Paula G. Rosput.
10.1.y Compensation Agreement, dated September 27, 2000, by and between AGL
Resources Inc. and Donald P. Weinstein.
10.1.z Separation Agreement, dated November 10, 2000, in substantially the
form entered into by and between AGL Resources Inc. and Michele H.
Collins.
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 Amendment to Service Agreement under Rate Schedule LG-A, effective
December 1, 1997, between Atlanta Gas Light Company and
Transcontinental Gas Pipe Line Corporation.
10.5 Storage Transportation Agreement, dated June 1, 1979, between Atlanta
Gas Light Company and Southern Natural Gas Company, (Exhibit 5(n),
Registration No. 2-65487).
10.6 Amendment to Storage Transportation Agreement under Rate Schedule STS,
dated March 1, 2000, between Atlanta Gas Light Company and Southern
Natural Gas Company.
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).
3
<PAGE>
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 Form of Service Agreement-SG Facilities under Rate Schedule FT, dated
August 1, 2000, between Atlanta Gas Light Company and South Georgia
Natural Gas Company.
10.17 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).
10.18 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).
10.19 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).
10.20 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).
10.21 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).
10.22 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).
10.23 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).
10.24 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).
4
<PAGE>
10.25 Amendment to Gas Storage Contracts #3999 (now Agreement #22923) and
#3947 under Rate Schedule FS dated May 15, 2000, between Chattanooga
Gas Company and Tennessee Gas Pipeline Company.
10.26 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).
10.27 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).
10.28 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).
10.29 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).
10.30 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).
10.31 Amendment to Service Agreements #902470, Package Number 1; 904460,
Package Numbers 2, 3, 4, and 5 under Rate Schedule FT; 904461, Package
Numbers 4 and 5 under Rate Schedule FT-NN; and S20150, Package Numbers
3 and 4 under Rate Schedule CSS, dated March 1, 2000, between Atlanta
Gas Light Company and Southern Natural Gas Company.
10.32 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).
10.33 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).
10.34 Amendment to Service Agreements #904480, Package Number 1, under Rate
Schedule FT, #904481, Package Number 1, under Rate Schedule FT-NN, and
Service Agreement #S20140, Package Number 1, under Rate Schedule CSS,
dated March 1, 2000, between Atlanta Gas Light Company and Southern
Natural Gas Company.
10.35 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).
5
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10.36 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).
10.37 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).
10.38 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).
10.39 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).
10.40 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).
10.41 Amendment to Service Agreements #904471, Package Number 3, under Rate
Schedule FT-NN and Storage Agreement S20130, Package Number 1, under
Rate Schedule CSS, dated March 1, 2000, between Chattanooga Gas
Company and Southern Natural Gas Company.
10.42 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).
10.43 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).
10.44 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).
10.45 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).
10.46 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).
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10.47 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).
10.48 Firm Transportation Agreement, dated June 1, 1995, 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).
10.49 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).
10.50 Firm Storage Agreement, effective July 1, 1995, 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).
10.51 Firm Storage Agreement, effective July 1, 1995, 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).
10.52 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).
10.53 Firm Storage Agreement, effective July 1, 1995, 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).
10.54 Firm Storage Agreement, effective July 1, 1995, 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).
10.55 Firm Storage Agreement, effective January 1, 1995, 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).
10.56 Firm Storage Agreement, effective January 1, 1995, 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).
10.57 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).
10.58 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).
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10.59 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).
10.60 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).
10.61 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).
10.62 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).
10.63 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).
10.64 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).
10.65 Amendment to Gas Transportation Agreement under Rate Schedules FT-A
and FT-GS, Package Number 33653, dated June 1, 2000, between
Chattanooga Gas Company and East Tennessee Natural Gas Company.
10.66 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).
10.67 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).
10.68 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).
10.69 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).
10.70 Amendment, dated October 14, 1999, to Precedent Agreement dated April
16, 1998 between Etowah LNG Company, LLC and Atlanta Gas Light Company
(Exhibit 10.65, AGL Resources Form 10-K for the fiscal year ended
September 30, 1999).
10.71 Amended and Restated Precedent Agreement, dated March 31, 2000, by and
between Atlanta gas Light Company and Etowah LNG Company, L.L.C.
10.72 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 (Exhibit 10.67, AGL Resources
Form 10-K for the fiscal year ended September 30, 1998).
10.73 Service Agreement dated November 1, 1998 between Transcontinental Gas
Pipe Line Corporation and Atlanta Gas Light Company under Rate
Schedule WSS-Open Access (Exhibit 10.68, AGL Resources Form 10-K for
the fiscal year ended September 30, 1998).
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10.74 Service Agreement #3.7178 dated May 23, 2000, between Transcontinental
Gas Pipe Line Corporation and Atlanta Gas Light Company under Rate
Schedule FT.
10.75 Guaranty Agreement effective November 1, 1998 between Atlanta Gas
Light Company and AGL Resources Inc (Exhibit 10.68, AGL Resources Form
10-K for the fiscal year ended September 30, 1999).
10.76 Indemnification Agreement entered into on January 15, 1999 between
Piedmont Propane Company and AGL Resources Inc. (Exhibit 10.69, AGL
Resources Form 10-K for the fiscal year ended September 30, 1999).
10.77 Indemnification Agreement entered into on January 15, 1999 between
Dynegy Inc. and AGL Resources Inc. (Exhibit 10.70, AGL Resources Form
10-K for the fiscal year ended September 30, 1999).
10.78 Loan Agreement effective June 30, 1999 between SouthStar Energy
Services, LLC, Georgia Natural Gas Company, Piedmont Energy Company,
and Dynegy Hub Services Inc. (Exhibit 10.71, AGL Resources Form 10-K
for the fiscal year ended September 30, 1999).
10.79 Form of Commercial Paper Dealer Agreement between AGL Capital
Corporation, as Issuer, AGL Resources Inc., as Guarantor, and the
Dealers named therein, dated September 25, 2000.
10.80 Guarantee of AGL Resources Inc. dated October 5, 2000.
10.81 Issuing and Paying Agency Agreement dated September 25, 2000, between
AGL Capital Corporation and The Bank of New York.
10.82 Master Management Services Agreement dated April 24, 2000, by and
between Atlanta Gas Light Company and Environmental ThermoRetec
Consulting Corporation. (Exhibit 10.1, AGL Resources 10-Q for the
quarter ended June 30, 2000.) (Confidential treatment pursuant to 17
CFR Sections 200.80 (b) and 240.24b-2 has been granted regarding
certain portions of this exhibit, which portions have been filed
separately with the Commission.)
10.83 Credit Agreement dated October 6, 2000, by and between AGL Resources
Inc., AGL Capital Corporation, as Borrower, and the Lenders named
therein.
10.84 Guarantee dated October 6, 2000, by and between AGL Resources Inc.,
the Grantor and SunTrust Bank, as Administrative Agent for the Lenders
named in the Credit Agreement dated October 6, 2000 by and between AGL
Capital Corporation, as Borrower and the Lenders named therein.
10.85 Gas Transportation Agreement # 34007, dated November 2, 2000, under
Rate Schedule FT-A, by and between Tennessee Gas Pipeline Company and
Chattanooga Gas Company.
13 Portions of the AGL Resources Inc. 2000 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.
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