UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-3A-2
File No. 69-242
Statement by Holding Company Claiming Exemption Under Rule
U-3A-2 from the Provisions of the Public Utility Holding
Company Act of 1935 (the Act)
To Be Filed Annually Prior to March 1
ENERGEN CORPORATION
(Name of company)
hereby files with the Securities and Exchange Commission (the Commission), pursuant to Rule 2, its statement claiming exemption as a holding company from the provisions of the Public Utility Holding Company Act of 1935, and submits the following information:
1. The claimant Energen Corporation, an Alabama corporation, is a holding company with the following direct and indirect subsidiaries. Unless otherwise noted, each subsidiary is an Alabama corporation:
Alabama Gas Corporation is a natural gas distribution company and has the following subsidiary:
Midtown NGV, Inc. is inactive.
Energen Resources Corporation is an oil and gas exploration and production company and has the following subsidiaries:
Basin Pipeline Corp. is in the business of gathering and transporting natural gas and coalbed methane.
Energen Resources TEAM, Inc. is an owner and operator of coalbed methane properties.
EGN Services, Inc. is a wholesale distributor of gas appliances.
American Heat Tech, Inc. has a passive investment in a company that owns certain high temperature combustion technology patents, licenses and royalty rights.
The business address of the Claimant and each of its subsidiaries is:
605 Richard Arrington, Jr. Boulevard North
Birmingham, Alabama 35203-2707
2. Alabama Gas Corporation, one of the Claimant's subsidiaries, is a "gas utility company" under the provisions of Section 2(a)(4) of the Act and is regulated by the Alabama Public Service Commission. The properties of Alabama Gas Corporation consist primarily of gas distribution systems serving communities in central and northwest Alabama. Alabama Gas Corporation also owns facilities for the liquefaction, storage, and revaporization of liquid natural gas; warehouses; office buildings; and other miscellaneous equipment and property. The Federal Power Commission (now Federal Energy Regulatory Commission), by order issued September 21, 1954 in Docket No. G-2575, has declared Alabama Gas Corporation to be exempt from the provisions of the Natural Gas Act, 15 U.S.C. 717 (c). Neither Claimant nor any of its subsidiaries other than Alabama Gas Corporation is a "gas utility company" under the provisions of Section 2(a)(4) of the Act.
3. The following is information for the last fiscal year with respect to Claimant and its subsidiary public utility company, Alabama Gas Corporation:
a. Mcf of natural or manufactured gas distributed at retail: 38,196,000 Mcf. MCF of natural or manufactured gas transported on behalf of end users: 59,644,000 Mcf
b. Mcf of natural or manufactured gas distributed at retail outside the State in which each such company is organized: None
c. Mcf of natural or manufactured gas sold at wholesale outside the State in which such company is organized, or at the State line: None
d.Mcf of natural or manufactured gas purchased outside the State in which each such company is organized or at the State line: 25,824,000 Mcf
4. The Claimant does not hold directly or indirectly any interest in an EWG or a foreign utility company.
A consolidating statement of income and retained earnings of the Claimant and its subsidiary companies for the last fiscal year ended December 31, 2002, together with a consolidating balance sheet of Claimant and its subsidiary companies as of the close of such fiscal year is attached hereto as Exhibit A and made a part hereof. Exhibit B with respect to an EWG or foreign utility company is not applicable to Claimant.
The above-named Claimant has caused this statement to be duly executed on its behalf by its authorized officer on this 21st day of February, 2003.
ENERGEN CORPORATION
(Name of Claimant)
By /s/ WM. MICHAEL WARREN, JR.
Wm. Michael Warren, Jr.
Its Chairman of the Board
CORPORATE SEAL
ATTEST:
By /s/ J. DAVID WOODRUFF
J. David Woodruff
Its Secretary
Name, title and address of officer to whom notices and correspondence concerning this statement should be addressed:
J. David Woodruff
Secretary
605 Richard Arrington, Jr. Boulevard North
Birmingham, Alabama 35203-2707
|
ENERGEN CORPORATION |
||||||||
|
Consolidating Statement of Income |
||||||||
|
Year Ended December 31, 2002 |
||||||||
|
Unaudited |
||||||||
|
(in thousands of dollars) |
||||||||
|
Energen |
Alabama |
Energen |
EGN |
American |
||||
|
Consolidated |
Elims |
Parent |
Gas ** |
Resources *** |
Services |
Heat Tech |
||
|
Operating Revenues |
||||||||
|
Natural gas distribution |
$424,431 |
$0 |
$0 |
$424,431 |
$0 |
$0 |
$0 |
|
|
Oil and gas production |
252,744 |
(1,669) |
0 |
0 |
254,413 |
0 |
0 |
|
|
Total operating revenues |
677,175 |
(1,669) |
0 |
424,431 |
254,413 |
0 |
0 |
|
|
Operating Expenses |
||||||||
|
Cost of gas |
189,810 |
(1,669) |
0 |
191,479 |
0 |
0 |
0 |
|
|
Operations |
185,481 |
0 |
1,683 |
98,642 |
85,142 |
0 |
14 |
|
|
Maintenance |
10,473 |
0 |
0 |
10,473 |
0 |
0 |
0 |
|
|
Depreciation, depletion and amortization |
105,087 |
0 |
0 |
33,682 |
71,405 |
0 |
0 |
|
|
Taxes, other than income taxes |
50,238 |
0 |
0 |
30,785 |
19,450 |
0 |
3 |
|
|
Total operating expenses |
541,089 |
(1,669) |
1,683 |
365,061 |
175,997 |
0 |
17 |
|
|
Operating income |
136,086 |
0 |
(1,683) |
59,370 |
78,416 |
0 |
(17) |
|
|
Other Income (Expense) |
||||||||
|
Interest expense |
(45,532) |
0 |
(31,040) |
(14,492) |
0 |
0 |
0 |
|
|
Interest income (expense) - affiliates |
0 |
500 |
31,032 |
(65) |
(31,454) |
(13) |
0 |
|
|
Dividends on preferred stock of subsidiary |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
|
|
Allowance for funds used during construction |
1,336 |
0 |
0 |
1,336 |
0 |
0 |
0 |
|
|
Other, net |
(795) |
(500) |
169 |
(760) |
168 |
(25) |
153 |
|
|
Total other income (expense) |
(44,991) |
0 |
161 |
(13,981) |
(31,286) |
(38) |
153 |
|
|
Income Before Income Taxes |
91,095 |
0 |
(1,522) |
45,389 |
47,130 |
(38) |
136 |
|
|
Income tax expense (benefit) |
20,509 |
0 |
(1,284) |
17,825 |
3,941 |
(10) |
37 |
|
|
Net Income from Continuing Operations |
||||||||
|
Before Income Taxes and Cumulative |
||||||||
|
Effect of Change in Accounting Principle |
70,586 |
0 |
(238) |
27,564 |
43,189 |
(28) |
99 |
|
|
Discontinued Operations, net of taxes |
||||||||
|
Income (loss) from Operations |
(267) |
0 |
0 |
0 |
(267) |
0 |
0 |
|
|
Gain on disposal |
540 |
0 |
0 |
0 |
540 |
0 |
0 |
|
|
Income (Loss) From |
||||||||
|
Discontinued Operations |
273 |
0 |
0 |
0 |
273 |
0 |
0 |
|
|
Cumulative effect of change in accounting |
||||||||
|
Principle, net of taxes |
(2,220) |
0 |
0 |
0 |
(2,220) |
0 |
0 |
|
|
Net Income |
68,639 |
0 |
(238) |
27,564 |
41,242 |
(28) |
99 |
|
|
Retained Earnings @ Beginning of Period |
230,554 |
(275,093) |
199,478 |
172,147 |
131,957 |
2,821 |
(756) |
|
|
Less Common Stock Dividends |
(23,927) |
16,859 |
(23,927) |
(16,859) |
0 |
0 |
0 |
|
|
Net Income From Subsidiaries |
0 |
(68,877) |
68,877 |
0 |
0 |
0 |
0 |
|
|
Other Decreases |
0 |
2 |
0 |
0 |
(2) |
1 |
(1) |
|
|
Retained Earnings @ End of Period |
$275,266 |
($327,109) |
$244,190 |
$182,852 |
$173,197 |
$2,794 |
($658) |
|
|
** Includes transactions and balances of its subsidiary Midtown NGV |
||||||||
|
*** Includes transactions and balances of its subsidiaries and its affiliate Energen Resources TEAM Inc. |
||||||||
|
ENERGEN CORPORATION |
||||||||
|
Consolidating Balance Sheet |
||||||||
|
December 31, 2002 |
||||||||
|
Unaudited |
||||||||
|
(in thousands of dollars) |
||||||||
|
Energen |
Alabama |
Energen |
EGN |
American |
||||
|
Consolidated |
Elims |
Parent |
Gas ** |
Resources *** |
Services |
Heat Tech |
||
|
Property Plant and Equipment |
||||||||
|
Utility Plant |
$825,421 |
$0 |
$0 |
$825,421 |
$0 |
$0 |
$0 |
|
|
Less: A/D |
408,165 |
0 |
0 |
408,165 |
0 |
0 |
0 |
|
|
Utility plant, net |
417,256 |
0 |
0 |
417,256 |
0 |
0 |
0 |
|
|
Oil and gas properties |
1,103,472 |
0 |
0 |
0 |
1,103,472 |
0 |
0 |
|
|
Less: A/D |
269,616 |
0 |
0 |
0 |
269,616 |
0 |
0 |
|
|
Oil and gas properties, net |
833,856 |
0 |
0 |
0 |
833,856 |
0 |
0 |
|
|
Other property, net |
5,691 |
0 |
0 |
842 |
4,670 |
179 |
0 |
|
|
Property, plant and equipment, net |
1,256,803 |
0 |
0 |
418,098 |
838,526 |
179 |
0 |
|
|
Current Assets |
||||||||
|
Cash |
4,804 |
0 |
1,462 |
2,818 |
110 |
238 |
176 |
|
|
Accounts receivable |
109,663 |
0 |
(2) |
70,364 |
36,613 |
2,688 |
0 |
|
|
Intercompany receivable |
0 |
(110,510) |
107,599 |
2,260 |
343 |
308 |
0 |
|
|
Allowance for doubtful accounts |
(8,717) |
0 |
0 |
(8,200) |
(484) |
(33) |
0 |
|
|
Inventories |
35,674 |
0 |
0 |
32,388 |
1,742 |
1,544 |
0 |
|
|
Prepayments and other |
41,407 |
0 |
58 |
39,354 |
1,979 |
16 |
0 |
|
|
Advances to affiliate |
0 |
(8,000) |
8,000 |
0 |
0 |
0 |
0 |
|
|
Deferred taxes |
36,279 |
6,544 |
0 |
20,093 |
9,642 |
0 |
0 |
|
|
Total current assets |
219,110 |
(111,966) |
117,117 |
159,077 |
49,945 |
4,761 |
176 |
|
|
Other Assets |
||||||||
|
Advances to affiliate |
0 |
(343,421) |
343,421 |
0 |
0 |
0 |
0 |
|
|
Regulatory asset |
14,744 |
0 |
0 |
14,744 |
0 |
0 |
0 |
|
|
Deferred charges and other |
40,234 |
(602,574) |
594,330 |
11,290 |
37,187 |
0 |
1 |
|
|
Total other assets |
54,978 |
(945,995) |
937,751 |
26,034 |
37,187 |
0 |
1 |
|
|
Total Assets |
$1,530,891 |
($1,057,961) |
$1,054,868 |
$603,209 |
$925,658 |
$4,940 |
$177 |
|
|
** Includes transactions and balances of its subsidiary Midtown NGV |
||||||||
|
*** Includes transactions and balances of its subsidiaries and its affiliate Energen Resources TEAM Inc. |
||||||||
|
ENERGEN CORPORATION |
||||||||
|
Consolidating Balance Sheet |
||||||||
|
December 31, 2002 |
||||||||
|
Unaudited |
||||||||
|
(in thousands of dollars) |
||||||||
|
Energen |
Alabama |
Energen |
EGN |
American |
||||
|
Consolidated |
Elims |
Parent |
Gas ** |
Resources *** |
Services |
Heat Tech |
||
|
Capitalization |
||||||||
|
Common shareholders' equity |
||||||||
|
Common stock |
$347 |
($22) |
$347 |
$20 |
$0 |
$1 |
$1 |
|
|
Treasury stock |
(10,432) |
0 |
(10,432) |
0 |
0 |
0 |
0 |
|
|
Premium on capital stock |
320,060 |
(240,238) |
353,938 |
6,682 |
197,773 |
0 |
1,905 |
|
|
Capital surplus |
2,802 |
(25,000) |
0 |
27,802 |
0 |
0 |
0 |
|
|
Deferred compensation Obligation |
10,348 |
0 |
10,348 |
0 |
0 |
0 |
0 |
|
|
Accumulated other Comprehensive loss |
(14,811) |
10,471 |
(14,811) |
0 |
(10,471) |
0 |
0 |
|
|
Amortization of restricted stock Grants |
(770) |
0 |
(770) |
0 |
0 |
0 |
0 |
|
|
Retained earnings |
275,266 |
(327,109) |
244,190 |
182,852 |
173,197 |
2,794 |
(658) |
|
|
Total common shareholders' Equity |
582,810 |
(581,898) |
582,810 |
217,356 |
360,499 |
2,795 |
1,248 |
|
|
Minority preferred stock |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
|
|
Long-term debt |
512,954 |
0 |
343,421 |
169,533 |
0 |
0 |
0 |
|
|
Advances from parent |
0 |
(343,421) |
0 |
0 |
343,421 |
0 |
0 |
|
|
Total capitalization |
1,095,764 |
(925,319) |
926,231 |
386,889 |
703,920 |
2,795 |
1,248 |
|
|
Current Liabilities |
||||||||
|
LTD due in one year |
23,000 |
0 |
8,000 |
15,000 |
0 |
0 |
0 |
|
|
Advances from parent |
0 |
(8,000) |
0 |
0 |
8,000 |
0 |
0 |
|
|
Notes payable to banks |
113,000 |
0 |
100,000 |
13,000 |
0 |
0 |
0 |
|
|
Accounts payable |
103,964 |
0 |
0 |
53,089 |
49,021 |
1,855 |
(1) |
|
|
Intercompany payable |
0 |
(110,510) |
0 |
4,063 |
105,997 |
400 |
50 |
|
|
Accrued taxes |
27,936 |
0 |
410 |
24,044 |
3,336 |
40 |
106 |
|
|
Customers' deposits |
17,404 |
0 |
0 |
17,404 |
0 |
0 |
0 |
|
|
Amounts due customers |
15,522 |
0 |
0 |
15,522 |
0 |
0 |
0 |
|
|
Accrued wages & benefits |
23,652 |
0 |
16,770 |
5,710 |
1,172 |
0 |
0 |
|
|
Regulatory liability |
16,750 |
0 |
0 |
16,750 |
0 |
0 |
0 |
|
|
Other |
34,710 |
6,544 |
(4,231) |
8,947 |
24,790 |
(107) |
(1,233) |
|
|
Total current liabilities |
375,938 |
(111,966) |
120,949 |
173,529 |
192,316 |
2,188 |
(1,078) |
|
|
Deferred Credits and Other Liabilities |
||||||||
|
Deferred income taxes |
0 |
(20,676) |
(35) |
20,747 |
0 |
(43) |
7 |
|
|
Asset retirement obligation |
27,235 |
0 |
0 |
0 |
27,235 |
0 |
0 |
|
|
Minimum pension liability |
25,825 |
0 |
7,164 |
18,661 |
0 |
0 |
0 |
|
|
Regulatory liability |
1,468 |
0 |
0 |
1,468 |
0 |
0 |
0 |
|
|
Other liabilities |
4,661 |
0 |
559 |
1,915 |
2,187 |
0 |
0 |
|
|
Total deferred credits and other liabilities |
59,189 |
(20,676) |
7,688 |
42,791 |
29,422 |
(43) |
7 |
|
|
Total Capital and Liabilities |
$1,530,891 |
($1,057,961) |
$1,054,868 |
$603,209 |
$925,658 |
$4,940 |
$177 |
|
|
** Includes transactions and balances of its subsidiary Midtown NGV |
||||||||
|
*** Includes transactions and balances of its subsidiaries and its affiliate Energen Resources TEAM Inc. |
||||||||