NORTHERN ILLINOIS GAS CO /IL/ /NEW/
10-Q, 1999-11-10
NATURAL GAS TRANSMISSION
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 10-Q


         [X]      Quarterly Report Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934

                  For the quarterly period ended September 30, 1999


                                                        or


         [ ]      Transition Report Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934




<TABLE>

    Commission                  Registrant, State of Incorporation,                   I.R.S Employer
    File Number                     Address and Telephone Number                   Identification Number
- --------------------    -----------------------------------------------------    --------------------------

<S>   <C>                                                                               <C>
      1-7296            Northern Illinois Gas Company                                   36-2863847
                        (Doing business as Nicor Gas Company)
                        (An Illinois Corporation)
                        1844 Ferry Road
                        Naperville, Illinois 60563-9600
                        (630) 983-8888

</TABLE>



The registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is  therefore  filing  this Form with a reduced  disclosure
format.

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 [ ]

Shares of common  stock,  par value $5,  outstanding  at October 31, 1999,  were
15,232,414, all of which are owned by Nicor Inc.






<PAGE>


Nicor Gas Company                                                Page i

Table of Contents

Part I - Financial Information

     Item 1.   Financial Statements (Unaudited) ...................    1

               Consolidated Statement of Income:
                  Three and nine months ended
                  September 30, 1999 and 1998 .....................    2

               Consolidated Statement of Cash Flows:
                  Nine months ended
                  September 30, 1999 and 1998 .....................    3

               Consolidated Balance Sheet:
                  September 30, 1999 and 1998, and
                  December 31, 1998 ...............................    4

               Notes to the Consolidated Financial Statements .....    5

     Item 2.   Management's Discussion and Analysis of Financial
                  Condition and Results of Operations .............    7


Part II - Other Information

     Item 1.   Legal Proceedings ..................................   12

     Item 6.   Exhibits and Reports on Form 8-K ...................   12

               Signature ..........................................   13

               Exhibit Index ......................................   14




Glossary

Degree day.  The extent to which the daily average temperature falls below 65
             degrees Fahrenheit.
ICC.  Illinois Commerce Commission.
Mcf, Bcf.  Thousand cubic feet, billion cubic feet.


<PAGE>


Nicor Gas Company                                                        Page 1

PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements

The following condensed  unaudited  financial  statements of Nicor Gas have been
prepared by the company  pursuant to the rules and regulations of the Securities
and Exchange  Commission  (SEC).  Certain  information and footnote  disclosures
normally included in financial  statements prepared in accordance with generally
accepted  accounting  principles have been condensed or omitted  pursuant to SEC
rules and  regulations.  The condensed  financial  statements  should be read in
conjunction with the financial  statements and the notes thereto included in the
company's latest Annual Report on Form 10-K.

The  information  furnished  reflects,  in  the  opinion  of  the  company,  all
adjustments  (consisting only of normal recurring  adjustments)  necessary for a
fair statement of the results for the interim periods presented. Results for the
interim periods  presented are not  necessarily  indicative of the results to be
expected for the full fiscal year due to seasonal and other factors.


<TABLE>


Nicor Gas Company                                                                                           Page 2
- -------------------------------------------------------------------------------------------------------------------

Consolidated Statement of Income (Unaudited)
(millions)
<CAPTION>

                                                     Three months ended                    Nine months ended
                                                       September 30                          September 30
                                                ------------------------------        -----------------------------
                                                    1999             1998                 1999            1998
                                                -------------    -------------        -------------   -------------

<S>                                                  <C>              <C>                  <C>             <C>
Operating revenues                                   $ 161.8          $ 148.0              $ 877.9         $ 867.0
                                                -------------    -------------        -------------   -------------

Operating expenses
    Cost of gas                                         61.4             51.5                464.3           465.7
    Operating and maintenance                           37.7             35.7                115.1           105.1
    Depreciation                                        15.1             14.7                 86.8            84.1
    Taxes, other than income taxes                      12.2             11.1                 74.7            73.9
    Income taxes                                         9.6              8.9                 39.7            38.9
                                                -------------    -------------        -------------   -------------
                                                       136.0            121.9                780.6           767.7
                                                -------------    -------------        -------------   -------------

Operating income                                        25.8             26.1                 97.3            99.3
                                                -------------    -------------        -------------   -------------

Other income (expense)
    Other, net                                            .4              2.1                  2.1             7.5
    Income taxes on other income                         (.1)             (.8)                 (.7)           (2.8)
                                                -------------    -------------        -------------   -------------

                                                          .3              1.3                  1.4             4.7
                                                -------------    -------------        -------------   -------------

Interest expense
    Interest on debt, net of amounts
       capitalized                                       9.1             10.1                 29.4            32.1
    Other                                                 .3               .3                   .1              .9
                                                -------------    -------------        -------------   -------------

                                                         9.4             10.4                 29.5            33.0
                                                -------------    -------------        -------------   -------------

Net income                                              16.7             17.0                 69.2            71.0

Dividends on preferred stock                              .1               .1                   .4              .4
                                                -------------    -------------        -------------   -------------

Earnings applicable to common stock                   $ 16.6           $ 16.9               $ 68.8          $ 70.6
                                                =============    =============        =============   =============


The accompanying notes are an integral part of this statement.
</TABLE>




<TABLE>

Nicor Gas Company                                                                                           Page 3
- -------------------------------------------------------------------------------------------------------------------

Consolidated Statement of Cash Flows (Unaudited)
(millions)
<CAPTION>

                                                                                            Nine months ended
                                                                                               September 30
                                                                                      -----------------------------

                                                                                          1999            1998
                                                                                      -------------   -------------
Operating activities
<S>                                                                                         <C>             <C>
    Net income                                                                              $ 69.2          $ 71.0
    Adjustments to reconcile net income to net cash flow
       provided from operating activities:
          Depreciation                                                                        86.8            84.1
          Deferred income tax expense                                                          4.2             4.4
          Change in assets and liabilities:
            Receivables, less allowances                                                     123.2           197.4
            Gas in storage                                                                    46.5             8.2
            Deferred/accrued gas costs                                                       (63.7)           (4.0)
            Accounts payable                                                                  64.5            36.2
            Other                                                                            (29.2)          (53.2)
                                                                                      -------------   -------------
    Net cash flow provided from operating activities                                         301.5           344.1
                                                                                      -------------   -------------

Investing activities
    Capital expenditures                                                                     (83.7)          (74.0)
    Other                                                                                      (.4)            7.5
                                                                                      -------------   -------------
    Net cash flow used for investing activities                                              (84.1)          (66.5)
                                                                                      -------------   -------------

Financing activities
    Net proceeds from issuing long-term debt                                                  99.5            99.0
    Disbursements to retire long-term debt                                                  (155.7)         (129.5)
    Short-term borrowings (repayments), net                                                 (111.5)         (158.1)
    Dividends paid                                                                           (72.9)          (86.3)
    Other                                                                                      (.5)            (.6)
                                                                                      -------------   -------------
    Net cash flow used for financing activities                                             (241.1)         (275.5)
                                                                                      -------------   -------------

Net increase (decrease) in cash and cash equivalents                                         (23.7)            2.1

Cash and cash equivalents, beginning of period                                                31.5               -
                                                                                      -------------   -------------

Cash and cash equivalents, end of period                                                     $ 7.8           $ 2.1
                                                                                      =============   =============

Supplemental information
    Income taxes paid, net of refunds                                                       $ 44.5          $ 39.0
    Interest paid, net of amounts capitalized                                                 30.3            51.6


The accompanying notes are an integral part of this statement.
</TABLE>





<TABLE>

Nicor Gas Company                                                                                           Page 4
- -------------------------------------------------------------------------------------------------------------------

Consolidated Balance Sheet (Unaudited)
(millions)
<CAPTION>

                                                              September 30        December 31        September 30
                                                                  1999               1998                1998
                                                             ---------------    ----------------    ---------------
                         Assets

<S>                                                               <C>                 <C>                <C>
Gas distribution plant, at cost                                   $ 3,171.3           $ 3,105.2          $ 3,075.1
    Less accumulated depreciation                                   1,559.6             1,487.4            1,458.3
                                                             ---------------    ----------------    ---------------
                                                                    1,611.7             1,617.8            1,616.8
                                                             ---------------    ----------------    ---------------

Current assets
    Cash and cash equivalents - Affiliates                                -                29.2                  -
                              - Other                                   7.8                 2.3                2.1
    Receivables, less allowances of $6.3,
       $6.1 and $6.1, respectively                                    112.9               236.1              124.0
    Gas in storage, at last-in, first-out cost                         59.0               105.5              119.6
    Deferred gas costs                                                 33.8                   -                  -
    Other                                                              36.1                23.3               27.7
                                                             ---------------    ----------------    ---------------
                                                                      249.6               396.4              273.4
                                                             ---------------    ----------------    ---------------

Other assets                                                          134.2               111.2              108.0
                                                             ---------------    ----------------    ---------------

                                                                  $ 1,995.5           $ 2,125.4          $ 1,998.2
                                                             ===============    ================    ===============

             Capitalization and liabilities

Capitalization
    Long-term debt                                                  $ 421.7             $ 520.8            $ 520.8
    Preferred stock                                                     8.5                 9.0                9.0
    Common equity
       Common stock                                                    76.2                76.1               76.2
       Paid-in capital                                                108.0               108.0              107.9
       Retained earnings                                              486.2               495.1              492.1
                                                             ---------------    ----------------    ---------------
                                                                    1,100.6             1,209.0            1,206.0
                                                             ---------------    ----------------    ---------------

Current liabilities
    Long-term obligations due within one year                          50.5                  .5                 .5
    Short-term borrowings                                             103.0               214.5               96.5
    Accounts payable                                                  307.4               242.9              250.2
    Accrued gas costs                                                     -                29.9               21.1
    Dividends payable                                                  25.2                20.2               21.6
    Other                                                              17.8                26.8               19.6
                                                             ---------------    ----------------    ---------------
                                                                      503.9               534.8              409.5
                                                             ---------------    ----------------    ---------------

Deferred credits and other liabilities
    Deferred income taxes                                             205.2               196.2              193.0
    Regulatory income tax liability                                    75.7                78.6               79.3
    Unamortized investment tax credits                                 42.7                44.1               44.7
    Other                                                              67.4                62.7               65.7
                                                             ---------------    ----------------    ---------------
                                                                      391.0               381.6              382.7
                                                             ---------------    ----------------    ---------------

                                                                  $ 1,995.5           $ 2,125.4          $ 1,998.2
                                                             ===============    ================    ===============


The accompanying notes are an integral part of this statement.
</TABLE>


<PAGE>


Nicor Gas Company                                                       Page 5

Notes to the Consolidated Financial Statements (Unaudited)

ACCOUNTING POLICIES

Depreciation is calculated  using a straight-line  method for the calendar year.
For interim periods, depreciation is allocated based on gas deliveries.

NEW ACCOUNTING PRONOUNCEMENT

In June 1999, the Financial  Accounting Standards Board approved an amendment to
Statement No. 133, Accounting for Derivative Instruments and Hedging Activities.
The  amendment  defers the effective  date of the statement one year,  requiring
adoption no later than the first  quarter of the  company's  2001  fiscal  year.
Implementation  of this  statement is not expected to have a material  impact on
the company's financial condition or results of operations.

REGULATORY MATTERS

Performance-Based   Rate   Filing.   In   March   1999,   Nicor   Gas   filed  a
performance-based  rate plan for natural gas supply costs with the ICC. The plan
would establish  economic  incentives for Nicor Gas when purchasing gas supplies
for  customers,  and amounts above or below a market  benchmark  would be shared
with  customers.  The ICC is required to rule on the  proposal by late  November
and, if approved in a manner  acceptable  to Nicor Gas,  the company  intends to
implement the plan next January.

Customer Select(R).  In September 1999, Nicor Gas received approval from the ICC
to expand Customer  Select,  the company's  voluntary pilot program which offers
customers a choice of natural gas commodity  suppliers.  An  additional  170,000
single-family  residential  customers in select  communities will be eligible to
participate in the program in 2000.  During the first two phases of the program,
more than 60,000  residential,  commercial  and industrial  customers  enrolled,
accounting  for  about  25 Bcf in  annual  deliveries  of  natural  gas.  In all
instances,  Nicor Gas will continue to deliver natural gas to the customer, read
customer meters,  maintain the distribution system, ensure safety and respond to
service and emergency calls.

LONG-TERM DEBT

In August 1999, Nicor Gas redeemed $50 million of 8.25% First Mortgage Bonds due
in 2024.

In January 1999, Nicor Gas sold $50 million of First Mortgage Bonds at 5.37% due
in 2009 and $50  million  of  unsecured  notes at 5.065% due in 2000 to fund the
redemption of First Mortgage Bonds as follows: $50 million at 5.875% due in 2000
and $50 million at 7.375% due in 2023.

CONTINGENCIES

The company is involved in legal or  administrative  proceedings  before various
courts and agencies with respect to rates, taxes and other matters.

Current  environmental  laws may require cleanup of certain former  manufactured
gas plant sites. To date, Nicor Gas has identified about 40 properties for which
it may,  in part,  be  responsible.  The  majority of these  properties  are not
presently owned by the company.  Information  regarding preliminary site reviews
has  been  presented  to the  Illinois  Environmental  Protection  Agency.  More
detailed investigations and


<PAGE>


Nicor Gas Company                                                        Page 6

Notes to the Consolidated Financial Statements (Unaudited) (Concluded)

remedial  activities  are either in progress or planned at many of these  sites.
The results of continued  testing and analysis  should  determine to what extent
additional  remediation  is necessary and may provide a basis for estimating any
additional  future  costs  which,  based  on  industry   experience,   could  be
significant.  In  accordance  with  ICC  authorization,  the  company  has  been
recovering these costs from its customers.

On December 20, 1995,  Nicor Gas filed suit in the Circuit  Court of Cook County
against certain  insurance  carriers seeking  recovery of environmental  cleanup
costs of certain  former  manufactured  gas plant sites.  Presently,  management
cannot predict the outcome of this lawsuit.  Any recoveries from such litigation
or other sources will be flowed back to the company's customers.

Although  unable to  determine  the outcome of these  contingencies,  management
believes that  appropriate  accruals have been  recorded.  Final  disposition of
these  matters  is not  expected  to have a  material  impact  on the  company's
financial condition or results of operations.



<PAGE>


Nicor Gas Company                                                        Page 7

Item 2.       Management's Discussion and Analysis of Financial Condition
              and Results of  Operations

The following  discussion  should be read in conjunction  with the  Management's
Discussion  and  Analysis  section of the Nicor Gas 1998  Annual  Report on Form
10-K.

RESULTS OF OPERATIONS

Net income for the third  quarter of 1999 was $16.7  million,  compared with $17
million in 1998.  For the nine months ended  September 30, 1999,  net income was
$69.2  million,  compared  with $71 million in 1998,  as the positive  impact of
higher  deliveries  was more than  offset by higher  operating  and  maintenance
expense and a decline in real estate sales.

Operating revenues. For the three-month period, revenues increased $13.8 million
from the prior year due primarily to higher natural gas prices, which are passed
directly through to customers.  For the nine-month  period,  revenues  increased
$10.9 million as the impact of colder weather more than offset lower natural gas
prices.

Margin.  Margin,  defined as  operating  revenues  less cost of gas and  revenue
taxes,  which are both passed directly through to customers,  and margin per Mcf
delivered are shown in the following table:
<TABLE>
<CAPTION>

                                                Three months ended              Nine months ended
                                                   September 30                    September 30
                                            ---------------------------     ---------------------------
                                                1999          1998             1999           1998
                                            -------------  ------------     ------------  -------------
<S>                                         <C>            <C>              <C>           <C>
   Margin (millions)                        $       92.6   $      89.6      $     353.0   $      341.3
   Margin per Mcf delivered                         1.32          1.28              .98            .98
</TABLE>

Margin rose $3 million in the  three-month  period due, in part, to the positive
impact of colder weather.  Margin per Mcf delivered increased in the quarter due
mainly to a decline in  lower-margin  deliveries for electric power  generation.
For  the  nine-month  period,  margin  increased  $11.7  million  due to  higher
deliveries which were attributable to 10 percent colder weather, increased usage
among existing customers and the addition of new customers.

Operating  and  maintenance.  Operating  and  maintenance  expense  increased $2
million  in the  three-month  period  due  primarily  to  increased  credit  and
collection  activities.  For the nine-month  period,  operating and  maintenance
expense  increased  $10 million due primarily to higher  information  technology
costs and increased credit and collection activities.

Nonoperating  items.  Other  income  decreased  in both periods as a result of a
decline in real  estate  sales  which more than  offset the  positive  impact of
higher investment levels on interest income. The company continues to assess its
nonstrategic  real estate holdings,  and is evaluating the potential to maximize
the value of these  holdings  through  additional  property sales or development
over the next several years.

Interest expense decreased in both periods due primarily to lower interest rates
and reduced average borrowing levels.






<PAGE>


Nicor Gas Company                                                        Page 8

Item 2.       Management's Discussion and Analysis of Financial Condition
              and Results of  Operations (Continued)

FINANCIAL CONDITION AND LIQUIDITY

Operating.  Net cash flow from operating  activities decreased $42.6 million for
the nine months ended  September  30, 1999,  due primarily to changes in working
capital  items.  Working  capital  can  swing  sharply  due to  certain  factors
including  weather,  the price of gas, the timing of collections  from customers
and gas  purchasing  practices.  The  company  generally  relies  on  short-term
financing to meet temporary increases in working capital needs.

Financing.  The  company  maintains  short-term  credit  agreements  with  major
domestic and foreign banks. At September 30, 1999, these agreements, which serve
as backup for the  issuance of  commercial  paper,  totaled $275 million and the
company had $103 million of commercial paper outstanding.

In August 1999, Nicor Gas redeemed $50 million of 8.25% First Mortgage Bonds due
in 2024.

In January 1999, Nicor Gas sold $50 million of First Mortgage Bonds at 5.37% due
in 2009 and $50  million  of  unsecured  notes at 5.065% due in 2000 to fund the
redemption of First Mortgage Bonds as follows: $50 million at 5.875% due in 2000
and $50 million at 7.375% due in 2023.

YEAR 2000 READINESS

The Year 2000 issue arose because many existing  computer  programs use only the
last two digits to refer to a year. If date-sensitive  devices  incorrectly read
the year 2000 and  assume it to be 1900,  many  computer  systems  and  software
applications,  as well as  embedded  chips,  could  fail  or  produce  erroneous
results.

This disclosure contains forward-looking statements. In connection with the Safe
Harbor provisions of the Private  Securities  Litigation Reform Act of 1995, the
company  cautions that,  while it believes such  statements to be reasonable and
makes them in good faith,  actual  results may vary.  Nicor Gas' ability to meet
its objectives identified below is dependent upon several factors, including the
timely  provision  of  necessary  upgrades and  modifications  by suppliers  and
contractors.  In addition, Nicor Gas cannot guarantee that third parties on whom
it depends for essential  services will  remediate  their  critical  systems and
processes in a timely manner.  Each component of the company's Year 2000 project
has  progressed  as planned and the company  believes it is taking all necessary
steps to be able to  operate  successfully  in the year  2000  and  beyond.  The
following summarizes the company's preparedness for the year 2000.

In 1996, Nicor Gas established a company-wide  initiative to identify,  evaluate
and  address  Year 2000  issues.  A team has been  assembled  that  includes  an
officer-level  steering  committee,  full-time staff members and representatives
from key  areas of the  company.  In  addition  to this team of  employees,  the
company has utilized  consultants to assist in the Year 2000 project and belongs
to an  industry  alliance  that  facilitates  the sharing of  information  among
companies.  The  company's  Year  2000  effort  encompasses  mainframe  systems,
client-server  and desktop  systems,  telecommunications,  embedded  systems and
third  parties.  This  effort  consists  of  the  following  phases:  inventory,
assessment, remediation, testing and contingency planning.

Mainframe  Systems.  Nicor  Gas'  mainframe  hardware  and  most  core  business
applications,  which include customer  service,  billing and payroll,  fall into
this  category.   System  inventory,   assessment,   remediation,   testing  and
contingency planning are complete. A number of systems have been replaced by


<PAGE>


Nicor Gas Company                                                        Page 9

Item 2.       Management's Discussion and Analysis of Financial Condition
              and Results of  Operations (Continued)

Year 2000 compliant  systems on client-server  platforms.  During the second and
third quarter of 1999, the company performed  additional testing of all critical
systems at a remote site. In addition, outside consultants completed independent
verification  of program code for the company's  critical  mainframe  systems to
confirm proper remediation.  The few minor errors that were identified have been
corrected and tested.

Client-server  and Desktop  Systems.  Nicor Gas has  completed an inventory  and
assessment of its client-server and desktop systems. Many of the systems are new
and were designed to be compliant. Remediation and testing are complete with the
exception  of a few  minor  applications  that  are  dependent  on  upgrades  or
modifications  by software  vendors.  These minor items will be completed by the
end of 1999.  Functional  areas have developed and tested  contingency  plans to
perform their responsibilities in the event of disruption.

Telecommunications. The company has completed all phases of its Year 2000 effort
relating   to   telecommunication   issues,   which   involve   data  and  voice
communications.  In addition to the  telecommunication  issues over which it has
direct control,  the company has worked closely with  telecommunication  service
providers to develop and execute test  procedures  and to formulate  contingency
plans.

Embedded Systems. The company has performed a system-level inventory of embedded
systems,  which  include  items  such as process  controls  in the  storage  and
transmission  operations,  building  security,  air  conditioning,  heating  and
elevator systems.  A more detailed inventory and assessment of about 2,200 items
at the component  level in critical areas has been  completed and  independently
verified  and  validated  by  outside  consultants.  Less than 5 percent  of the
inventoried  items  appeared  to require  remediation.  All such items have been
remediated  and tested.  In  critical  gas supply and  storage  areas,  disaster
recovery  plans exist which have been  updated and tested for various  potential
Year 2000 scenarios.

Third  Parties.  Nicor Gas has  contacted  entities with which it has a material
relationship to determine their state of readiness.  These entities include, but
are not  limited to,  natural  gas  suppliers,  interstate  pipelines,  electric
utilities,  telecommunication service providers, banks, industrial customers and
other suppliers of goods and services. In addition, the company has met directly
with interstate  pipelines,  natural gas suppliers and certain large  industrial
customers.  Based  upon  ongoing  communications,  Nicor Gas will  consider  new
business  relationships,  as  necessary,  with  alternative  product and service
providers,  to the  extent  alternatives  are  available.  Contingency  plans to
address  potential  disruption  of the receipt of goods and  services  have been
completed.

Costs.  Nicor Gas has incurred  operating expenses of approximately $4.5 million
through September 30, 1999, and estimates less than an additional $1 million may
be incurred in connection  with its Year 2000 efforts.  These amounts  represent
costs  incurred  that are related to hardware  and  software  modifications  and
replacements,  internal  information  technology resources devoted solely to the
effort,  and outside  consultants.  The company has also  incurred  less than $1
million in capital  improvement  costs to date that would have been  required in
the normal course of business, but were incurred sooner than originally planned.
The company estimates that any additional  capital  improvement costs to support
this project will not be significant.



<PAGE>


Nicor Gas Company                                                       Page 10

Item 2.       Management's Discussion and Analysis of Financial Condition
              and Results of  Operations (Continued)

Risks.  The company  relies on the  producers  of natural gas and  suppliers  of
interstate  transportation  capacity  to deliver  natural  gas to the  company's
distribution system. External  infrastructure,  such as electric,  telephone and
water service,  is necessary for the company's  basic  operations as well as the
operations of many of its customers.

The company believes the most significant potential risks involve its ability to
use  electronic  devices to control  and operate its  distribution  system,  its
ability  to  respond  appropriately  to  customers'  calls for  information  and
assistance,  and its  ability to  maintain  its  internal  network  of  computer
systems. The company's Year 2000 project was designed to concentrate its efforts
on these critical areas.

Should any third party with which the company has a material  relationship fail,
or should Nicor Gas' actions  prove to be less than  completely  effective,  the
impact  could  become a  significant  challenge  to the  company to operate  its
distribution  system and  communicate  with its customers.  It could also have a
material adverse financial impact,  including but not limited to: lost operating
revenues,  increased  operating  costs and  claims  from  customers  related  to
business interruption.  Because of the uncertainties related to this matter, the
company continues to update, test and refine its contingency plans.

Contingency  Planning.  The company's Year 2000 contingency planning encompasses
business  continuity  both  within  the  company  and in the  external  business
environment. As part of normal business practice, the company maintains plans to
follow  during  emergencies.  For  example,  many of the  components  in the gas
distribution  system  can be  manually  overridden,  and  customer  calls can be
handled at alternate  sites.  The company has updated and tested its contingency
plans that address  scenarios that could emerge and expects  further  refinement
and testing of these plans throughout the remainder of 1999.

During the third quarter of 1999,  Nicor Gas conducted a Year 2000  preparedness
drill to test and further evaluate its contingency  plans and to demonstrate its
ability to respond to  potential  issues  effectively  and  quickly.  The drill,
conducted with interstate  pipelines and other natural gas utilities,  simulated
the  loss  of  communications,   electricity  and  gas  supply.  The  drill  was
successful.

OTHER

Performance-Based   Rate   Filing.   In   March   1999,   Nicor   Gas   filed  a
performance-based  rate plan for  natural  gas supply  costs  with the ICC.  For
further information see Regulatory Matters on page 5.

Customer Select(R).  In September 1999, Nicor Gas received approval from the ICC
to expand Customer  Select,  the company's  voluntary pilot program which offers
customers a choice of natural gas commodity  suppliers.  For further information
see Regulatory Matters on page 5.

New Accounting  Pronouncement.  In June 1999, the Financial Accounting Standards
Board  approved an amendment to defer the  effective  date of Statement No. 133,
Accounting  for  Derivative  Instruments  and  Hedging  Activities.  For further
information see New Accounting Pronouncement on page 5.


<TABLE>

Nicor Gas Company                                                                                       Page 11
- -------------------------------------------------------------------------------------------------------------------

Item 2.        Management's Discussion and Analysis of Financial Condition
               and Results of Operations (Concluded)

OPERATING STATISTICS

Changes in weather can materially affect operating results.  Operating revenues,
deliveries, customers and other statistics are presented below.
<CAPTION>

                                                     Three months ended                    Nine months ended
                                                        September 30                          September 30
                                                ------------------------------        -----------------------------
                                                    1999             1998                 1999            1998
                                                -------------    -------------        -------------   -------------

Operating revenues (millions):
    Sales
<S>                                                  <C>               <C>                 <C>             <C>
       Residential                                   $ 103.6           $ 96.0              $ 576.1         $ 562.2
       Commercial                                       16.3             17.2                118.0           138.0
       Industrial                                        2.4              2.3                 17.4            20.9
                                                -------------    -------------        -------------   -------------
                                                       122.3            115.5                711.5           721.1
                                                -------------    -------------        -------------   -------------
    Transportation
       Residential                                        .7                -                  1.0               -
       Commercial                                       13.6             11.8                 51.8            40.1
       Industrial                                       11.3              9.2                 33.0            28.2
                                                -------------    -------------        -------------   -------------
                                                        25.6             21.0                 85.8            68.3
                                                -------------    -------------        -------------   -------------
    Revenue taxes and other                             13.9             11.5                 80.6            77.6
                                                -------------    -------------        -------------   -------------
                                                     $ 161.8          $ 148.0              $ 877.9         $ 867.0
                                                =============    =============        =============   =============

Deliveries (Bcf):
    Sales
       Residential                                      15.1             15.1                141.9           128.8
       Commercial                                        2.4              2.7                 28.9            31.8
       Industrial                                         .5               .5                  4.6             5.4
                                                -------------    -------------        -------------   -------------
                                                        18.0             18.3                175.4           166.0
                                                -------------    -------------        -------------   -------------
    Transportation
       Residential                                        .2                -                   .2               -
       Commercial                                        9.3              8.1                 55.5            44.2
       Industrial                                       42.4             43.5                129.4           136.6
                                                -------------    -------------        -------------   -------------
                                                        51.9             51.6                185.1           180.8
                                                -------------    -------------        -------------   -------------

                                                        69.9             69.9                360.5           346.8
                                                =============    =============        =============   =============

Customers at end of period (thousands):
    Sales
       Residential                                   1,733.7          1,718.8
       Commercial                                      104.0            124.5
       Industrial                                        7.0              8.9
                                                -------------    -------------
                                                     1,844.7          1,852.2
                                                -------------    -------------
    Transportation
       Residential                                      16.6                -
       Commercial                                       58.4             36.5
       Industrial                                        6.7              5.0
                                                -------------    -------------
                                                        81.7             41.5
                                                -------------    -------------

                                                     1,926.4          1,893.7
                                                =============    =============

Other statistics:
    Degree days                                           67               18                3,432           3,123
    Colder (warmer) than normal                        (23.9)%          (79.5)%              (12.8)%         (20.6)%
    Average gas cost per Mcf sold                     $ 3.31           $ 2.71               $ 2.61          $ 2.79
</TABLE>



<PAGE>


Nicor Gas Company                                                       Page 12

PART II - OTHER INFORMATION

Item 1.       Legal Proceedings

For information  concerning legal proceedings,  see Regulatory Matters on page 5
and  Contingencies  beginning  on page  5,  which  are  incorporated  herein  by
reference.

Item 6.       Exhibits and Reports on Form 8-K

   (a)        See Exhibit Index on page 14 filed herewith.

   (b)        The company did not file a report on Form 8-K during the third
              quarter of 1999.



<PAGE>


Nicor Gas Company                                                       Page 13

Signature

Pursuant  to the  requirements  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.




                                               Nicor Gas Company




Date  November 10, 1999                       By   DAVID L. CYRANOSKI
      ------------------                         -----------------------
                                                    David L. Cyranoski
                                                   Senior Vice President,
                                             Secretary, Treasurer and Controller



<PAGE>


Nicor Gas Company                                                       Page 14

Exhibit Index

     Exhibit
     Number                      Description of Document

     12.01        Computation of Consolidated Ratio of Earnings to Fixed
                    Charges.

     27.01        Financial Data Schedule.





<TABLE>



                                                                                                             Nicor Gas Company
                                                                                                             Form 10-Q
                                                                                                             Exhibit 12.01






                                         Nicor Gas Company
                   Computation of Consolidated Ratio of Earnings to Fixed Charges
                                            (thousands)

<CAPTION>


                                        Twelve
                                      months ended                             Year ended December 31
                                      September 30,  ----------------------------------------------------------------------------
                                         1999            1998            1997           1996            1995            1994
                                     -------------   -------------   -------------  --------------  -------------   -------------

Earnings available to cover fixed
  charges:

<S>                                     <C>             <C>            <C>             <C>             <C>             <C>
    Net income                          $ 92,302        $ 94,119       $ 106,922       $ 107,106       $ 85,448        $ 93,078

    Add:  Income taxes                    54,047          55,299          64,714          63,579         49,881          50,958

          Fixed charges                   41,350          44,870          46,886          46,747         39,400          37,729

          Allowance for funds used
             during construction            (181)           (269)            (11)             (5)          (911)           (151)
                                    -------------   -------------   -------------  --------------  -------------   -------------

                                       $ 187,518       $ 194,019       $ 218,511       $ 217,427      $ 173,818       $ 181,614
                                    =============   =============   =============  ==============  =============   =============


Fixed charges:

    Interest on debt                    $ 39,713        $ 42,624        $ 45,246        $ 43,762       $ 38,129        $ 36,726

    Other interest charges and
       amortization of debt dis-
       count, premium, and expense,
       net                                 1,637           2,246           1,640           2,985          1,271           1,003
                                    -------------   -------------   -------------  --------------  -------------   -------------

                                        $ 41,350        $ 44,870        $ 46,886        $ 46,747       $ 39,400        $ 37,729
                                    =============   =============   =============  ==============  =============   =============


Ratio of earnings to fixed charges          4.54            4.32            4.66            4.65           4.41            4.81
                                    =============   =============   =============  ==============  =============   =============
</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                 UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF INCOME, THE CONSOLIDATED BALANCE SHEET AND THE
CONSOLIDATED STATEMENT OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>                                                   1,000,000

<S>                                                       <C>
<PERIOD-TYPE>                                             9-MOS
<FISCAL-YEAR-END>                                         DEC-31-1999
<PERIOD-END>                                              SEP-30-1999
<BOOK-VALUE>                                              PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                                          1,612
<OTHER-PROPERTY-AND-INVEST>                                            0
<TOTAL-CURRENT-ASSETS>                                               250
<TOTAL-DEFERRED-CHARGES>                                               0
<OTHER-ASSETS>                                                       134
<TOTAL-ASSETS>                                                     1,996
<COMMON>                                                              76
<CAPITAL-SURPLUS-PAID-IN>                                            108
<RETAINED-EARNINGS>                                                  486
<TOTAL-COMMON-STOCKHOLDERS-EQ>                                       670
                                                  7
                                                            2
<LONG-TERM-DEBT-NET>                                                 422
<SHORT-TERM-NOTES>                                                     0
<LONG-TERM-NOTES-PAYABLE>                                              0
<COMMERCIAL-PAPER-OBLIGATIONS>                                       103
<LONG-TERM-DEBT-CURRENT-PORT>                                         50
                                              1
<CAPITAL-LEASE-OBLIGATIONS>                                            0
<LEASES-CURRENT>                                                       0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                                       741
<TOT-CAPITALIZATION-AND-LIAB>                                      1,996
<GROSS-OPERATING-REVENUE>                                            878
<INCOME-TAX-EXPENSE>                                                  40
<OTHER-OPERATING-EXPENSES>                                           741
<TOTAL-OPERATING-EXPENSES>                                           781
<OPERATING-INCOME-LOSS>                                               97
<OTHER-INCOME-NET>                                                     1
<INCOME-BEFORE-INTEREST-EXPEN>                                        98
<TOTAL-INTEREST-EXPENSE>                                              29
<NET-INCOME>                                                          69
                                            0
<EARNINGS-AVAILABLE-FOR-COMM>                                         69
<COMMON-STOCK-DIVIDENDS>                                              78
<TOTAL-INTEREST-ON-BONDS>                                              0
<CASH-FLOW-OPERATIONS>                                               302
<EPS-BASIC>                                                            0 <F1>
<EPS-DILUTED>                                                          0 <F1>
<FN>
<F1>NICOR GAS IS A WHOLLY OWNED SUBSIDIARY OF NICOR INC.  EARNINGS AND DIVIDENDS
PER SHARE INFORMATION IS THEREFORE OMITTED.
</FN>


</TABLE>


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