NORTHERN ILLINOIS GAS CO /IL/ /NEW/
10-Q, 2000-11-07
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, 2000


                                       or


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





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

   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


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, 2000,  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 Operations:
            Three and nine months ended
            September 30, 2000 and 1999 ...................................  2

           Consolidated Statement of Cash Flows:
            Nine months ended
            September 30, 2000 and 1999 ...................................  3

           Consolidated Balance Sheet:
            September 30, 2000 and 1999, and
            December 31, 1999 .............................................  4

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

   Item 2. Management's Discussion and Analysis of Financial
            Condition and Results of Operations ...........................  9


Part II - Other Information

   Item 1. Legal Proceedings .............................................. 13

   Item 6. Exhibits and Reports on Form 8-K ............................... 13

           Signature ...................................................... 14

           Exhibit Index .................................................. 15




Glossary

Degree day.....The  extent to which the daily average  temperature falls
               below 65  degrees  Fahrenheit.  Normal  weather  for  Nicor  Gas'
               service territory is about 6,100 degree days per year.
ICC............Illinois Commerce Commission, the agency that regulates investor-
               owned Illinois utilities.
Mcf, Bcf ......Thousand cubic feet, billion cubic feet.
PBR............Performance-based rate plan, a plan that provides economic
               incentives based on performance.


<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 accounting
principles  generally  accepted  in the United  States  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.


<PAGE>





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

Consolidated Statement of Operations (Unaudited)
(millions)

                                  Three months ended        Nine months ended
                                     September 30             September 30
                                 --------------------     ---------------------
                                   2000       1999          2000        1999
                                 ---------  ---------     ---------   ---------

Operating revenues                $ 197.6    $ 161.8      $ 1,032.1    $ 877.9
                                 ---------  ---------     ---------   ---------

Operating expenses
   Cost of gas                       95.8       61.4         598.1       464.3
   Operating and maintenance         36.8       37.7         115.7       115.1
   Depreciation                      15.6       15.1          89.6        86.8
   Taxes, other than income taxes    13.5       12.2          82.4        74.7
   Other                            148.0          -         148.0           -
   Income tax expense (benefit)     (49.7)       9.6         (16.0)       39.7
                                 ---------  ---------     ---------   ---------
                                    260.0      136.0       1,017.8       780.6
                                 ---------  ---------     ---------   ---------

Operating income (loss)             (62.4)      25.8          14.3        97.3
                                 ---------  ---------     ---------   ---------

Other income (expense)
   Other, net                        10.2         .4          13.0         2.1
   Income taxes on other income      (4.0)       (.1)         (5.0)        (.7)
                                 ---------  ---------     ---------   ---------
                                      6.2         .3           8.0         1.4
                                 ---------  ---------     ---------   ---------

Interest expense
   Interest on debt, net of
     amounts capitalized             10.7        9.1          30.1        29.4
   Other                               .1         .3            .4          .1
                                 ---------  ---------     ---------   ---------
                                     10.8        9.4          30.5        29.5
                                 ---------  ---------     ---------   ---------
Net income (loss)                   (67.0)      16.7          (8.2)       69.2

Dividends on preferred stock           .1         .1            .3          .4
                                 ---------  ---------     ---------   ---------
Earnings (loss) applicable to
  common stock                     $(67.1)    $ 16.6        $ (8.5)     $ 68.8
                                 =========  =========     =========   =========


The accompanying notes are an integral part of this statement.




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

Consolidated Statement of Cash Flows (Unaudited)
(millions)

                                                            Nine months ended
                                                              September 30
                                                          ---------------------
                                                            2000        1999
                                                          ---------   ---------
Operating activities
   Net income (loss)                                        $ (8.2)     $ 69.2
   Adjustments to reconcile net income (loss) to net
     cash flow provided from operating activities:
       Depreciation                                           89.6        86.8
       Deferred income tax expense (benefit)                 (14.4)        4.2
       Change in assets and liabilities:
         Receivables, less allowances                         95.3       123.2
         Gas in storage                                      (27.0)       46.5
         Deferred gas costs                                  (65.0)      (63.7)
         Accounts payable                                     63.1        64.5
         Postretirement benefits                             (21.1)      (12.9)
         Other                                                96.0       (16.3)
                                                          ---------   ---------
   Net cash flow provided from operating activities          208.3       301.5
                                                          ---------   ---------

Investing activities
   Capital expenditures                                      (87.8)      (83.7)
   Other                                                       5.2         (.4)
                                                          ---------   ---------
   Net cash flow used for investing activities               (82.6)      (84.1)
                                                          ---------   ---------

Financing activities
   Net proceeds from issuing long-term debt                   49.9        99.5
   Disbursements to retire long-term debt                    (50.0)     (155.7)
   Short-term borrowings (repayments), net                   (17.2)     (111.5)
   Dividends paid                                            (79.3)      (72.9)
   Other                                                       (.6)        (.5)
                                                          ---------   ---------
   Net cash flow used for financing activities               (97.2)     (241.1)
                                                          ---------   ---------

Net increase (decrease) in cash and cash equivalents          28.5       (23.7)

Cash and cash equivalents, beginning of period                10.3        31.5
                                                          ---------   ---------

Cash and cash equivalents, end of period                    $ 38.8       $ 7.8
                                                          =========   =========

Supplemental information
   Income taxes paid, net of refunds                        $ 43.5      $ 44.5
   Interest paid, net of amounts capitalized                  31.2        30.3


The accompanying notes are an integral part of this statement.




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

Consolidated Balance Sheet (Unaudited)
(millions)

                                   September 30  December 31  September 30
                                      2000          1999          1999
                                    ----------   -----------  -----------
             Assets

Gas distribution plant, at cost     $ 3,262.2     $ 3,200.3    $ 3,171.3
   Less accumulated depreciation      1,656.5       1,589.6      1,559.6
                                    ----------   -----------  -----------
                                      1,605.7       1,610.7      1,611.7
                                    ----------   -----------  -----------

Current assets
   Cash and cash equivalents             38.8          10.3          7.8
   Receivables, less allowances of
     $7.0, $6.1 and $6.3, respectively  221.2         316.5        112.9
   Gas in storage, at last-in,
     first-out cost                      49.1          22.1         59.0
   Deferred gas costs                    80.9          15.9         33.8
   Other                                 76.7          23.0         36.1
                                    ----------   -----------  -----------
                                        466.7         387.8        249.6
                                    ----------   -----------  -----------

Other assets                            154.5         138.7        134.2
                                    ----------   -----------  -----------

                                    $ 2,226.9     $ 2,137.2    $ 1,995.5
                                    ==========   ===========  ===========

 Capitalization and Liabilities

Capitalization
   Long-term debt                     $ 347.0       $ 421.7      $ 421.7
   Preferred stock                        8.0           8.5          8.5
   Common equity
     Common stock                        76.2          76.1         76.2
     Paid-in capital                    108.0         108.0        108.0
     Retained earnings                  398.6         491.2        486.2
                                    ----------   -----------  -----------
                                        937.8       1,105.5      1,100.6
                                    ----------   -----------  -----------

Current liabilities
   Long-term obligations due
     within one year                    125.5          50.5         50.5
   Short-term borrowings-Affiliates      40.0             -            -
                        -Other          245.6         302.8        103.0
   Accounts payable                     306.2         243.1        307.4
   Dividends payable                     27.1          22.1         25.2
   Other                                167.7          27.0         17.8
                                    ----------   -----------  -----------
                                        912.1         645.5        503.9
                                    ----------   -----------  -----------

Deferred credits and other liabilities
   Deferred income taxes                206.6         202.3        205.2
   Regulatory income tax liability       71.9          74.8         75.7
   Unamortized investment tax credits    41.5          42.7         42.7
   Other                                 57.0          66.4         67.4
                                    ----------   -----------  -----------
                                        377.0         386.2        391.0
                                    ----------   -----------  -----------

                                    $ 2,226.9     $ 2,137.2    $ 1,995.5
                                    ==========   ===========  ===========


The accompanying notes are an integral part of this statement.


Nicor Gas Company                                                       Page 5

Notes to the Consolidated Financial Statements (Unaudited)

ACCOUNTING POLICIES

Weather insurance. On an interim basis, estimated weather insurance benefits are
recorded  based  on a  comparison  of  actual  year-to-date  degree  days  to an
allocation  of annual  insured  degree  days.  Year-to-date  operating  revenues
include $7.3 million of estimated insurance benefits that will partially reverse
if the weather remains normal for the remainder of the year.

Depreciation.  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 1998, the Financial Accounting Standards Board issued Statement No. 133,
Accounting for Derivative  Instruments and Hedging  Activities.  The company has
substantially completed an evaluation of the statement, as amended, and plans to
adopt it on January 1, 2001.  Implementation  is not expected to have a material
impact on the company's financial condition or results of operations.

Derivative  instruments  are primarily  utilized in the natural gas  procurement
function.  Realized  gains or losses are passed  directly  through to  customers
through  operation of the  company's  Uniform  Purchased Gas  Adjustment  Clause
(PGA). As such,  changes in the fair value of these derivative  instruments will
be deferred or accrued as a regulatory asset or liability until realized.

REGULATORY MATTERS

Performance-based  rate plan. On January 1, 2000,  Nicor Gas'  performance-based
rate (PBR) plan for  natural  gas costs  went into  effect.  Under the PBR plan,
Nicor  Gas'  total gas  supply  costs  will be  compared  to a  market-sensitive
benchmark.  Savings and losses  relative to the benchmark will be shared equally
with customers.  After two years, the plan will be subject to Illinois  Commerce
Commission (ICC) review.

Results of the company's PBR plan are determined annually.  On an interim basis,
the  company  records an  estimate of results  attributable  to the period,  and
results  will  likely  vary from  quarter to quarter.  Nicor Gas  recorded  $5.4
million and $7.6 million of  estimated  PBR plan results as other income for the
three- and nine-month periods, respectively.

Customer  Select(R).  Customer Select is a voluntary pilot program that offers a
choice of natural gas suppliers to all commercial  and  industrial  customers as
well as 250,000 residential customers in 16 communities.  A customer's choice of
another  natural  gas  commodity  supplier  has no direct  impact on Nicor  Gas'
operating  income  because  natural  gas costs are  passed  directly  through to
customers  without  mark-up  under the PGA.  Nicor Gas  continues to deliver the
natural gas, read meters,  maintain its distribution  system,  ensure safety and
respond to service and emergency calls.

In  September  2000,  the ICC  suspended  for  hearings  Nicor  Gas'  request to
permanently  expand the  Customer  Select  program to  include  all  residential
customers. The hearings may take up to 11 months to complete and are intended to
examine concerns consumer groups have raised about the program.  In the interim,
the ICC has granted a company  request to extend the existing  pilot program for
an additional year until April 30, 2002.




<PAGE>


Nicor Gas Company                                                       Page 6

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

INCOME TAXES

The  overall  effective  income tax rate for the 2000  periods  varies  from its
customary  level due to the effect of the unusual  charge related to the mercury
program described below.  Excluding the mercury charge, federal and state income
taxes were provided at Nicor Gas' more typical  effective income tax rate of 37%
for the three- and nine-month periods, respectively.

LONG-TERM DEBT

In January 2000, Nicor Gas issued $50 million of adjustable rate unsecured notes
due in 2001 at an initial rate of 6.11%.  The issuance  funded the redemption of
$50 million of maturing unsecured 5.065% notes.

CONTINGENCIES

Mercury  program.  Nicor Gas has  incurred,  and  expects to  continue to incur,
significant  costs related to its  historical use of mercury in various kinds of
equipment.

Prior to 1961,  gas  regulators  containing  small  quantities  of mercury  were
installed in homes.  The purpose of the regulators was to reduce the pressure of
natural gas flow from the service line for use inside the home. During the third
quarter of this year, the company learned that in certain instances some mercury
was spilled or left in residences when the regulators were removed.

As a result, on September 6, 2000, Nicor Gas was named as a defendant in a civil
lawsuit  brought by the Illinois  Attorney  General and the States  Attorneys of
Cook,  DuPage and Will  Counties  seeking,  among  other  things,  to compel the
company to inspect  and clean up all homes and other  sites  which may have been
affected by spills of mercury from company equipment. The Cook County, Illinois,
Circuit Court hearing this action has entered two agreed preliminary injunctions
requiring  Nicor Gas,  among other things,  to conduct  inspections  and,  where
necessary,  to clean up mercury, to pay for relocating  residents until clean-up
is completed,  and to pay for medical screening of potentially affected persons.
At  this  early  stage  of the  process  it is not  possible  to  determine  the
likelihood that the plaintiffs will seek and obtain fines or penalties.

Nicor Gas is also the  subject  of an  Administrative  Order,  and an  amendment
thereto,  entered during the third quarter by the U.S. Environmental  Protection
Agency  (EPA)  pursuant  to  Section  106  of  the  Comprehensive  Environmental
Response,  Compensation and Liabilities Act. Pursuant to that order, the company
is required,  among other things, to develop and implement work plans to address
mercury  spills at recycling  centers  where  mercury  regulators  may have been
taken,   at   company   reporting    centers,    and   at   other   large-volume
commercial/industrial  sites  where  mercury  manometers  may have  been used to
measure gas pressure.

Pursuant to the  injunctions  and the EPA  Administrative  Order,  Nicor Gas has
initiated  the work  described  above.  Potentially  affected  homes  are  being
inspected  using  mercury vapor  analyzers.  Nicor Gas expects to have called on
every such home by December 31, 2000,  although  access to some homes may not be
gained until a later date. Through November 5, 2000, approximately 780 homes
have been found to have traces of mercury requiring clean-up.




Nicor Gas Company                                                       Page 7

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

Nicor  Gas has also  inspected  all of its  reporting  centers  where  equipment
containing  mercury was handled and has become  aware of the presence of mercury
at nine reporting centers. Cleaning is underway at those locations. In addition,
the company is aware of four  recycling  centers  where  traces of mercury  from
regulators  have been  discovered  and is cleaning up the  mercury  spills.  The
company  has  also  inspected customer sites  which  use  or  previously  used
mercury manometers,  and the  company  has  identified  and cleaned up all 12
such sites where mercury traces have been found.

As  of  September  30,  Nicor  Gas  accrued  $144.9  million  to  other  current
liabilities for estimated  obligations related to the previously  described work
and for legal defense costs. As a result,  and including  amounts already spent,
$148 million was charged to the company's  income  statement as other  operating
expense.  The  accrual  represents   management's  best  estimate  based  on  an
evaluation  of currently  available  information.  Actual costs  incurred in the
future may vary from this  estimate.  The company will  reassess  its  estimated
obligation  at the end of each  future  accounting  period  and will  record any
resulting  adjustment in such period.  Any such adjustment  could be material to
operating results in the period in which it is recorded.

In addition to the matters  described  above, as of November 6, 2000,  Nicor Gas
has been named a  defendant  in three  private  lawsuits,  claiming a variety of
unquantified  damages  (including bodily injury,  property and punitive damages)
allegedly  caused  by  the  presence  of  mercury-containing  regulators  inside
residences.  One of the lawsuits  involves five previous class actions that have
been consolidated before a single judge in Cook County, Illinois, Circuit Court.
At this early stage in the  litigation,  it is not  possible  to  estimate  what
liability,  if any,  may result to the  company  from these  lawsuits.  While no
amount has been recorded for this potential liability, a loss contingency for an
unfavorable outcome of these lawsuits will be accrued if it becomes probable and
can be  reasonably  estimated.  Any such accrual  could be material to operating
results in the period in which it is recorded.

The company has certain insurance policies, and has notified its insurers of the
claims.  The company will vigorously  pursue recovery of  mercury-related  costs
pursuant  to its  insurance  coverage.  In  addition,  some of the  removals  of
mercury-containing  regulators  were  conducted by  contractors  working for the
company.  The  company  intends to  vigorously  pursue its  indemnification  and
contribution  rights  against these  contractors,  as well as to seek  insurance
recoveries  under its  contractors'  policies.  At this early  stage,  it is not
possible to estimate the likelihood  that costs will be recovered from insurance
carriers or other third  parties  related to the mercury  spills,  and therefore
Nicor  Gas  has not  recorded  any  such  amounts  as  assets  in its  financial
statements.

Nicor Gas will not seek  recovery  of the costs  associated  with these  mercury
spills from its  customers,  and any proceeds from  insurance  carriers or third
parties will be retained by the company to offset costs incurred.

It is  management's  opinion,  taking  into  account the above  information  and
uncertainties,   including  currently  available   information   concerning  the
company's  existing and  potential  obligations,  insurance  coverage,  possible
recoveries  from other third parties and  available  financial  resources,  that
costs associated with the mercury spills will not have a material adverse effect
on the liquidity or financial position of the company.



<PAGE>


Nicor Gas Company                                                       Page 8

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

Other.  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  the  clean-up  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 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 Cook  County,  Illinois,  Circuit
Court against  certain  insurance  carriers  seeking  recovery of  environmental
clean-up costs of certain  former  manufactured  gas plant sites.  Nicor Gas has
reached a settlement with one of the insurance  carriers.  In February 2000, the
court  dismissed  the  company's  case on  summary  judgment  motions by certain
defendants. The company filed an appeal in March 2000. Management cannot predict
the  outcome of the  lawsuit  against  the  remaining  insurance  carriers.  Any
recoveries will be refunded to the company's customers.

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





<PAGE>


Nicor Gas Company                                                       Page 9

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 1999  Annual  Report on Form
10-K.

RESULTS OF OPERATIONS

Nicor Gas' net loss for the three and nine months ended  September 30, 2000, was
$67 million and $8.2  million,  respectively,  compared with net income of $16.7
million and $69.2 million, respectively, for the same periods in 1999.

An unusual charge of $148 million was recorded as other operating expense in the
third quarter of 2000 related to the  company's  mercury  inspection  and repair
program  described on page 6. Net income  excluding the unusual charge increased
34% and 17% to $22.3  million and $81.1  million  for the three- and  nine-month
periods, respectively.

Operating  revenues.  Operating  revenues for the third quarter  increased $35.8
million to $197.6  million due to higher  natural  gas prices,  which are passed
directly through to customers.  Year-to-date operating revenues increased $154.2
million to $1,032.1 million as the impact of higher natural gas prices more than
offset the effect of warmer weather. Year-to-date gas distribution revenues also
include $7.3 million of estimated  weather  insurance  benefits.  The  insurance
benefits will partially reverse if the weather is normal in the fourth quarter.

Margin.  Margin,  defined as operating revenues less cost of gas and revenue tax
expense,  which are both passed directly  through to customers,  was essentially
unchanged  for the  three-month  period  and  increased  $12.1  million  for the
nine-month  period to $365.1 million.  Improvements in the  year-to-date  period
reflect increased income from power-generation  services and customer additions.
Although  weather  for the  nine-month  period  was warmer  than last year,  its
adverse effect on operating  results was more than offset by contributions  from
the company's weather insurance  coverage in 2000. The coverage ensures that the
net impact of weather in 2000 will be an improvement over 1999.

Operating and maintenance. Operating and maintenance expense for the three-month
period  decreased by $.9 million to $36.8  million and  increased by $.6 million
for the nine- month  period to $115.7  million.  Quarterly  results  reflect the
positive impact of lower  retirement-benefit  costs, which resulted  principally
from favorable  pension fund  investment  returns.  Several  factors,  including
weather  insurance  premiums,  more than  offset  the  positive  impact of lower
retirement-benefit costs during the nine-month period.

Other operating  expense.  Other operating  expense in the current-year  periods
reflects  estimated costs associated with the company's  mercury  inspection and
repair program. Additional information about this program is presented under the
heading Mercury Program on page 6.

Nonoperating items. Other income increased for both periods due to property sale
gains and estimated performance-based rate (PBR) plan results.



<PAGE>


Nicor Gas Company                                                      Page 10

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

Interest  on  debt.  Interest  on debt for the  three-  and  nine-month  periods
increased due to increased average borrowings.

Income taxes.  During the 2000  periods,  the effective tax rate varies from its
customary  level  due  to  the  effect  of  the  mercury  charge.  For  further
information, see Income Taxes on page 6.

FINANCIAL CONDITION AND LIQUIDITY

Operating.  Net cash flow from operating  activities  decreased $93.2 million to
$208.3  million for the nine months ended  September 30, 2000,  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 and
presently intends to finance the mercury program with short-term debt.

Financing.  The  company  maintains  short-term  credit  agreements  with  major
domestic and foreign banks. At September 30, 2000, these agreements, which serve
as backup for the  issuance of  commercial  paper,  totaled $275 million and the
company had $245 million of commercial paper outstanding.

In January 2000, Nicor Gas issued $50 million of adjustable rate unsecured notes
due in 2001 at an initial rate of 6.11%.  The issuance  funded the redemption of
$50 million of maturing unsecured 5.065% notes.

FACTORS AFFECTING BUSINESS PERFORMANCE

Weather  protection.  Nicor Gas  entered  into an  agreement  with a third party
designed  to protect the  company's  2001  earnings  and cash flow if weather is
warmer than 5,700  degree  days,  the same level as the current  year's  weather
insurance  policy.  To partially  offset the cost of this warm weather
protection,  Nicor Gas has also agreed to pay the third party if weather for
2001 is colder than 6,100 degree  days,  which is  approximately  normal for
Nicor Gas' service territory.  As a result, this weather hedge minimizes the
earnings impact of large variations in weather.

Customer  Select(R).  During the third  quarter of 2000,  the Illinois  Commerce
Commission (ICC) suspended for hearings Nicor Gas' request to permanently expand
the Customer Select program to include all residential  customers.  The hearings
may take up to 11  months to  complete  and are  intended  to  examine  concerns
consumer  groups have raised  about the  program.  In the  interim,  the ICC has
granted a company request to extend the existing pilot program for an additional
year until April 30, 2002. For further  information  see Customer Select on Page
5.

Higher  natural gas prices.  Natural  gas prices  have  increased  significantly
during 2000.  Changes in the price of natural gas have no direct impact on Nicor
Gas' margin from gas deliveries  since gas costs are passed directly  through to
customers  under  the  company's  Uniform   Purchased  Gas  Adjustment   Clause.
Furthermore,   while  price   fluctuations   can  affect   accounts   receivable
collections,  customer  demand,  company gas usage expenses and financing costs,
any such impact has generally not been material.  Higher natural gas prices also
do not significantly  affect Nicor Gas' PBR plan risks,  since the PBR benchmark
is tied to market prices.



<PAGE>


Nicor Gas Company                                                       Page 11

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

Mercury  program.  Future  operating  results may be impacted by  adjustments to
estimated mercury program costs or recoveries, and any such adjustments could be
material.  Additional  information  about this  program is  presented  under the
heading Mercury Program on page 6.

OTHER

New accounting  pronouncement.  In June 1998, the Financial Accounting Standards
Board issued  Statement  No. 133,  Accounting  for  Derivative  Instruments  and
Hedging Activities. The company has substantially completed an evaluation of the
impact the statement will have on the company's  financial condition and results
of  operations  and has  concluded  that it will not be  material.  For  further
information see New Accounting Pronouncement on page 5.


<PAGE>



Nicor Gas Company                                                      Page 12
-------------------------------------------------------------------------------

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

OPERATING STATISTICS

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

                                 Three months ended        Nine months ended
                                    September 30             September 30
                                --------------------     --------------------
                                  2000       1999          2000       1999
                                ---------  ---------     ---------  ---------

Operating revenues (millions):
   Sales
     Residential                 $ 133.2    $ 103.6       $ 691.6    $ 576.1
     Commercial                     20.3       16.3         126.4      118.0
     Industrial                      2.8        2.4          18.1       17.4
                                ---------  ---------     ---------  ---------
                                   156.3      122.3         836.1      711.5
                                ---------  ---------     ---------  ---------
   Transportation
     Residential                     1.8         .6           4.0         .9
     Commercial                     13.7       12.9          54.2       49.2
     Industrial                     12.8       11.2          35.6       32.6
     Other                            .9         .9           4.5        3.1
                                ---------  ---------     ---------  ---------
                                    29.2       25.6          98.3       85.8
                                ---------  ---------     ---------  ---------
   Other revenues
     Revenue taxes                   9.3        8.1          70.1       62.0
     Weather insurance                 -          -           7.3          -
     Chicago Hub                     1.6        3.2           3.9        5.1
     Other                           1.2        2.6          16.4       13.5
                                ---------  ---------     ---------  ---------
                                    12.1       13.9          97.7       80.6
                                ---------  ---------     ---------  ---------
                                 $ 197.6    $ 161.8      $ 1,032.1   $ 877.9
                                =========  =========     =========  =========

Deliveries (Bcf):
   Sales
     Residential                    15.4       15.1         134.3      141.9
     Commercial                      2.4        2.4          24.7       28.9
     Industrial                       .3         .5           3.8        4.6
                                ---------  ---------     ---------  ---------
                                    18.1       18.0         162.8      175.4
                                ---------  ---------     ---------  ---------
   Transportation
     Residential                      .5         .2           1.8         .2
     Commercial                     10.1        9.3          60.3       55.5
     Industrial                     40.3       42.4         121.7      129.4
                                ---------  ---------     ---------  ---------
                                    50.9       51.9         183.8      185.1
                                ---------  ---------     ---------  ---------
                                    69.0       69.9         346.6      360.5
                                =========  =========     =========  =========

Customers at end of period (thousands):
   Sales
     Residential                 1,726.3    1,733.7
     Commercial                     93.9      104.0
     Industrial                      6.2        7.0
                                ---------  ---------
                                 1,826.4    1,844.7
                                ---------  ---------
   Transportation
     Residential                    54.1       16.6
     Commercial                     70.6       58.4
     Industrial                      7.5        6.7
                                ---------  ---------
                                   132.2       81.7
                                ---------  ---------
                                 1,958.6    1,926.4
                                =========  =========

Other statistics:
   Degree days                        79         67         3,283      3,441
   Colder (warmer) than normal       (10)%      (24)%         (17)%      (13)%
   Average gas cost per Mcf sold  $ 5.20     $ 3.31        $ 3.63     $ 2.61







Nicor Gas Company                                                       Page 13

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

For information  concerning legal proceedings,  see Regulatory Matters on page 5
and  Contingencies  beginning  on page  6,  which  are  incorporated  herein  by
reference.

Item 6.  Exhibits and Reports on Form 8-K

   (a)   See Exhibit Index on page 15 filed herewith.

   (b)   The company did not file a report on Form 8-K during the third
         quarter of 2000.



<PAGE>





Nicor Gas Company                                                      Page 14

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 7, 2000             By    KATHLEEN L. HALLORAN
      ------------------                --------------------------------
                                          Kathleen L. Halloran
                                          Executive Vice President
                                          Finance and Administration
                                          and Secretary




<PAGE>


Nicor Gas Company                                                      Page 15

Exhibit Index

  Exhibit
  Number                          Description of Document
  -------   ------------------------------------------------------------------

    12.01   Computation of Consolidated Ratio of Earnings to Fixed Charges.

    27.01   Financial Data Schedule.




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