|FORM 10-Q                                   
|--------------------------------------------
|                                            
|UNITED STATES                               
|SECURITIES AND EXCHANGE COMMISSION          
|Washington, D.C. 20549                      
|(Mark One)                                  
|                                            
|[ X ]                                       
|OF THE SECURITIES EXCHANGE ACT OF 1934      
|For the Quarterly Period Ended JUNE 30, 2005
|OR                                          
|[ ]                                         
|OF THE SECURITIES EXCHANGE ACT OF 1934      

|                                                                                                                                                                                                                                                                                                                                                                             | Exact Name of Registrant as            |                      
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------- | ---------------------
|                                                                                                                                                                                                                                                                                                                                                                             | Specified in Charter, State of         |                      
|                                                                                                                                                                                                                                                                                                                                                                             | Incorporation, Address of              |                      
|Commission                                                                                                                                                                                                                                                                                                                                                                   | Principal Executive                    | IRS Employer         
|File Number                                                                                                                                                                                                                                                                                                                                                                  | Office and Telephone Number            | Identification Number
|1-5540                                                                                                                                                                                                                                                                                                                                                                       | PEOPLES ENERGY CORPORATION             | 36-2642766           
|2-26983                                                                                                                                                                                                                                                                                                                                                                      | THE PEOPLES GAS LIGHT AND COKE COMPANY | 36-1613900           
|2-35965                                                                                                                                                                                                                                                                                                                                                                      | NORTH SHORE GAS COMPANY                | 36-1558720           
|                                                                                                                                                                                                                                                                                                                                                                             |                                        |                      
|                                                                                                                                                                                                                                                                                                                                                                             | (Illinois Corporations)                |                      
|                                                                                                                                                                                                                                                                                                                                                                             | 130 East Randolph Drive, 24th Floor    |                      
|                                                                                                                                                                                                                                                                                                                                                                             | Chicago, Illinois 60601-6207           |                      
|                                                                                                                                                                                                                                                                                                                                                                             | Telephone (312) 240-4000               |                      
|                                                                                                                                                                                                                                                                                                                                                                             |                                        |                      
|                                                                                                                                                                                                                                                                                                                                                                             |                                        |                      
|Indicate by check mark whether the registrants (1) have 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 (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes [x] No [ ]
|                                                                                                                                                                                                                                                                                                                                                                            
|Indicate by a check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).                                                                                                                                                                                                                                                     
|Peoples Energy Corporation                                                                                                                                                                                                                                                                                                                                                   | Yes [x] No [ ]                        
|The Peoples Gas Light and Coke Company                                                                                                                                                                                                                                                                                                                                       | Yes [ ] No [x]                        
|North Shore Gas Company                                                                                                                                                                                                                                                                                                                                                      | Yes [ ] No [x]                        

|Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date (July 29, 2005):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Peoples Energy Corporation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|The Peoples Gas Light and Coke Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|North Shore Gas Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|This combined Form 10-Q is separately filed by Peoples Energy Corporation, The Peoples Gas Light and Coke Company, and North Shore Gas Company. Information contained herein relating to any individual company is filed by such company on its own behalf. Each company makes no representation as to information relating to the other companies. The Peoples Gas Light and Coke Company and North Shore Gas Company meet the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and are therefore filing this Form 10-Q with the reduced disclosure format permitted by General Instruction H(2) of Form 10-Q.



---

Part I - Financial Information

Item I. Financial Statements



|Peoples Energy Corporation                                                              
|----------------------------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF INCOME                                                       
|(Unaudited)                                                                             
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|(In Thousands, Except Per-Share Amounts)                                                
|Revenues                                                                                
|                                                                                        
|Operating Expenses:                                                                     
|Cost of energy sold                                                                     
|Operation and maintenance, excluding                                                    
|restructuring and environmental costs                                                   
|Restructuring costs                                                                     
|Environmental costs                                                                     
|Depreciation, depletion and amortization                                                
|Taxes, other than income taxes                                                          
|Losses (gains) on property sales                                                        
|Total Operating Expenses                                                                
|                                                                                        
|Equity investment income                                                                
|                                                                                        
|Operating Income                                                                        
|                                                                                        
|Other income and expense - net                                                          
|                                                                                        
|Interest expense                                                                        
|                                                                                        
|Income Before Income Taxes                                                              
|                                                                                        
|Income tax expense                                                                      
|                                                                                        
|                                                                                        
|Net Income                                                                              
|                                                                                        
|Average Shares of Common Stock Outstanding                                              
|Basic                                                                                   
|Diluted                                                                                 
|                                                                                        
|Earnings Per Share of Common Stock                                                      
|Basic                                                                                   
|Diluted                                                                                 
|                                                                                        
|Dividends Declared Per Share                                                            
|                                                                                        
|The Notes to Consolidated Financial Statements are an integral part of these statements.



---

|Peoples Energy Corporation                                                              
|----------------------------------------------------------------------------------------
|                                                                                        
|CONSOLIDATED BALANCE SHEETS                                                             
|(Unaudited)                                                                             
|                                                                                        
|                                                                                        
|(In Thousands)                                                                          
|ASSETS                                                                                  
|CAPITAL INVESTMENTS:                                                                    
|Property, plant and equipment                                                           
|Utility plant                                                                           
|Oil and gas                                                                             
|Other                                                                                   
|Total property, plant and equipment                                                     
|Less - Accumulated depreciation, depletion and amortization                             
|Net property, plant and equipment                                                       
|Investment in equity investees                                                          
|Other investments                                                                       
|Total Capital Investments - Net                                                         
|                                                                                        
|CURRENT ASSETS:                                                                         
|Cash and cash equivalents                                                               
|Short-term investments                                                                  
|Deposits with broker or trustee                                                         
|Receivables -                                                                           
|Customers, net of reserve for uncollectible accounts                                    
|of $36,898, $29,138, and $31,267, respectively                                          
|Other                                                                                   
|Materials and supplies, at average cost                                                 
|Gas in storage                                                                          
|Gas costs recoverable through rate adjustments                                          
|Regulatory assets of utility subsidiaries                                               
|Other                                                                                   
|Total Current Assets                                                                    
|                                                                                        
|OTHER ASSETS:                                                                           
|Prepaid pension costs                                                                   
|Noncurrent regulatory assets of utility subsidiaries                                    
|Deferred charges and other                                                              
|Total Other Assets                                                                      
|                                                                                        
|Total Assets                                                                            
|                                                                                        
|The Notes to Consolidated Financial Statements are an integral part of these statements.



---

|Peoples Energy Corporation                                                              
|----------------------------------------------------------------------------------------
|                                                                                        
|CONSOLIDATED BALANCE SHEETS                                                             
|(Unaudited)                                                                             
|                                                                                        
|                                                                                        
|(In Thousands, Except Shares)                                                           
|CAPITALIZATION AND LIABILITIES                                                          
|CAPITALIZATION:                                                                         
|Common Stockholders' Equity:                                                            
|Common stock, no par value -                                                            
|Authorized 60,000,000 shares                                                            
|Issued 38,341,662, 37,976,994 and                                                       
|37,826,054 shares, respectively                                                         
|Treasury stock - 243,100 shares                                                         
|Retained earnings                                                                       
|Accumulated other comprehensive income (loss)                                           
|Total Common Stockholders' Equity                                                       
|                                                                                        
|Long-term debt, exclusive of maturities due within one                                  
|year and adjustable-rate bonds classified as short-term debt                            
|Total Capitalization                                                                    
|                                                                                        
|CURRENT LIABILITIES:                                                                    
|Commercial paper                                                                        
|Adjustable-rate bonds classified as short-term debt                                     
|Accounts payable                                                                        
|Accrued taxes                                                                           
|Other accrued liabilities                                                               
|Regulatory liabilities of utility subsidiaries                                          
|Dividends payable                                                                       
|Customer deposits                                                                       
|Customer credit balances                                                                
|Gas costs refundable through rate adjustments                                           
|Accrued interest                                                                        
|Temporary LIFO liquidation credit                                                       
|Total Current Liabilities                                                               
|                                                                                        
|DEFERRED CREDITS AND OTHER LIABILITIES:                                                 
|Deferred income taxes                                                                   
|Investment tax credits                                                                  
|Environmental, pension and other                                                        
|Total Deferred Credits and Other Liabilities                                            
|                                                                                        
|Total Capitalization and Liabilities                                                    
|                                                                                        
|The Notes to Consolidated Financial Statements are an integral part of these statements.



---

|Peoples Energy Corporation                                                              
|----------------------------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                                   
|(Unaudited)                                                                             
|                                                                                        
|                                                                                        
|                                                                                        
|(In Thousands)                                                                          
|Operating Activities:                                                                   
|Net income                                                                              
|Adjustments to reconcile net income to cash provided by operations:                     
|Depreciation, depletion and amortization                                                
|Deferred income taxes and investment tax credits - net                                  
|Change in environmental, pension and other liabilities                                  
|Change in undistributed earnings from equity investments                                
|Other changes in noncurrent operating activities                                        
|Changes in current assets and liabilities:                                              
|Receivables - net                                                                       
|Gas in storage                                                                          
|Gas costs recoverable/refundable through rate adjustments                               
|Net regulatory assets/liabilities of utility subsidiaries                               
|Accounts payable                                                                        
|Other accrued liabilities                                                               
|Accrued taxes                                                                           
|Temporary LIFO liquidation credit                                                       
|Other                                                                                   
|Net Cash Provided by Operating Activities                                               
|                                                                                        
|Investing Activities:                                                                   
|Capital spending                                                                        
|Return of capital investments                                                           
|Short-term investments                                                                  
|Other                                                                                   
|Proceeds from sale of assets                                                            
|Net Cash Used in Investing Activities                                                   
|                                                                                        
|Financing Activities:                                                                   
|Proceeds from overdrafts                                                                
|Retirement of commercial paper                                                          
|Retirement of short-term debt                                                           
|Issuance of long-term debt                                                              
|Retirement of long-term debt                                                            
|Issuance of common stock                                                                
|Dividends paid on common stock                                                          
|Net Cash Used in Financing Activities                                                   
|                                                                                        
|Net Increase in Cash and Cash Equivalents                                               
|Cash and Cash Equivalents at Beginning of Period                                        
|Cash and Cash Equivalents at End of Period                                              
|                                                                                        
|Supplemental Information:                                                               
|Income taxes paid                                                                       
|Interest paid                                                                           
|                                                                                        
|The Notes to Consolidated Financial Statements are an integral part of these statements.



---

|The Peoples Gas Light and Coke Company                                                  
|----------------------------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF INCOME                                                       
|(Unaudited)                                                                             
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|(In Thousands)                                                                          
|Revenues                                                                                
|                                                                                        
|Operating Expenses:                                                                     
|Gas costs                                                                               
|Operation and maintenance, excluding                                                    
|restructuring and environmental costs                                                   
|Restructuring costs                                                                     
|Environmental costs                                                                     
|Depreciation and amortization                                                           
|Taxes, other than income taxes                                                          
|Losses (gains) on property sales                                                        
|Total Operating Expenses                                                                
|                                                                                        
|Operating Income                                                                        
|                                                                                        
|Other income and expense - net                                                          
|                                                                                        
|Interest expense                                                                        
|                                                                                        
|Income Before Income Taxes                                                              
|                                                                                        
|Income tax expense (benefit)                                                            
|                                                                                        
|Net Income                                                                              
|                                                                                        
|                                                                                        
|The Notes to Consolidated Financial Statements are an integral part of these statements.



---

|The Peoples Gas Light and Coke Company                                                  
|----------------------------------------------------------------------------------------
|                                                                                        
|CONSOLIDATED BALANCE SHEETS                                                             
|(Unaudited)                                                                             
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|(In Thousands)                                                                          
|ASSETS                                                                                  
|CAPITAL INVESTMENTS:                                                                    
|Property, plant and equipment                                                           
|Less - Accumulated depreciation and amortization                                        
|Net property, plant and equipment                                                       
|Other investments                                                                       
|Total Capital Investments - Net                                                         
|                                                                                        
|CURRENT ASSETS:                                                                         
|Cash and cash equivalents                                                               
|Short-term investments                                                                  
|Deposits with broker or trustee                                                         
|Receivables -                                                                           
|Customers, net of reserve for uncollectible accounts                                    
|of $33,712, $26,536 and $27,423, respectively                                           
|Intercompany receivables                                                                
|Other                                                                                   
|Materials and supplies, at average cost                                                 
|Gas in storage, at last-in, first-out cost                                              
|Gas costs recoverable through rate adjustments                                          
|Regulatory assets                                                                       
|Other                                                                                   
|Total Current Assets                                                                    
|                                                                                        
|OTHER ASSETS:                                                                           
|Prepaid pension costs                                                                   
|Noncurrent regulatory assets                                                            
|Deferred charges and other                                                              
|Total Other Assets                                                                      
|                                                                                        
|Total Assets                                                                            
|                                                                                        
|The Notes to Consolidated Financial Statements are an integral part of these statements.



---

|The Peoples Gas Light and Coke Company                                                  
|----------------------------------------------------------------------------------------
|                                                                                        
|CONSOLIDATED BALANCE SHEETS                                                             
|(Unaudited)                                                                             
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|(In Thousands, Except Shares)                                                           
|CAPITALIZATION AND LIABILITIES                                                          
|CAPITALIZATION:                                                                         
|Common Stockholder's Equity:                                                            
|Common stock, without par value -                                                       
|Authorized 40,000,000 shares                                                            
|Outstanding 24,817,566 shares                                                           
|Retained earnings                                                                       
|Accumulated other comprehensive income (loss)                                           
|Total Common Stockholder's Equity                                                       
|                                                                                        
|Long-term debt, exclusive of maturities due within one                                  
|year and adjustable-rate bonds classified as short-term debt                            
|Total Capitalization                                                                    
|                                                                                        
|CURRENT LIABILITIES:                                                                    
|Commercial paper                                                                        
|Other short-term debt                                                                   
|Accounts payable                                                                        
|Accrued taxes                                                                           
|Other accrued liabilities                                                               
|Intercompany payables                                                                   
|Regulatory liabilities                                                                  
|Dividends payable                                                                       
|Customer deposits                                                                       
|Customer credit balances                                                                
|Gas costs refundable through rate adjustments                                           
|Accrued interest                                                                        
|Temporary LIFO liquidation credit                                                       
|Total Current Liabilities                                                               
|                                                                                        
|DEFERRED CREDITS AND OTHER LIABILITIES:                                                 
|Deferred income taxes                                                                   
|Investment tax credits                                                                  
|Environmental, pension and other                                                        
|Total Deferred Credits and Other Liabilities                                            
|                                                                                        
|Total Capitalization and Liabilities                                                    
|                                                                                        
|The Notes to Consolidated Financial Statements are an integral part of these statements.



---

|The Peoples Gas Light and Coke Company                                                  
|----------------------------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                                   
|(Unaudited)                                                                             
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|(In Thousands)                                                                          
|Operating Activities:                                                                   
|Net income                                                                              
|Adjustments to reconcile net income to cash provided by operations:                     
|Depreciation and amortization                                                           
|Deferred income taxes and investment tax credits - net                                  
|Change in environmental, pension and other liabilities                                  
|Other changes in noncurrent operating activities                                        
|Changes in current assets and liabilities:                                              
|Receivables - net                                                                       
|Gas in storage                                                                          
|Gas costs recoverable/refundable through rate adjustments                               
|Net regulatory assets/liabilities                                                       
|Accounts payable                                                                        
|Other accrued liabilities                                                               
|Accrued taxes                                                                           
|Temporary LIFO liquidation credit                                                       
|Other                                                                                   
|Net Cash Provided by Operating Activities                                               
|                                                                                        
|Investing Activities:                                                                   
|Capital spending                                                                        
|Short-term investments                                                                  
|Other                                                                                   
|Net Cash Used in Investing Activities                                                   
|                                                                                        
|Financing Activities:                                                                   
|Proceeds from overdrafts                                                                
|Retirement of commercial paper                                                          
|Retirement of short-term debt                                                           
|Issuance of long-term debt                                                              
|Retirement of long-term debt                                                            
|Dividends paid on common stock                                                          
|Net Cash Used in Financing Activities                                                   
|                                                                                        
|Net Increase in Cash and Cash Equivalents                                               
|Cash and Cash Equivalents at Beginning of Period                                        
|Cash and Cash Equivalents at End of Period                                              
|                                                                                        
|Supplemental Information:                                                               
|Income taxes paid                                                                       
|Interest paid                                                                           
|                                                                                        
|The Notes to Consolidated Financial Statements are an integral part of these statements.



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|North Shore Gas Company                                                                 
|----------------------------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF INCOME                                                       
|(Unaudited)                                                                             
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|(In Thousands)                                                                          
|Revenues                                                                                
|                                                                                        
|Operating Expenses:                                                                     
|Gas costs                                                                               
|Operation and maintenance, excluding                                                    
|restructuring and environmental costs                                                   
|Restructuring costs                                                                     
|Environmental costs                                                                     
|Depreciation                                                                            
|Taxes, other than income taxes                                                          
|Losses (gains) on property sales                                                        
|Total Operating Expenses                                                                
|                                                                                        
|Operating Income                                                                        
|                                                                                        
|Other income and expense - net                                                          
|                                                                                        
|Interest expense                                                                        
|                                                                                        
|Income Before Income Taxes                                                              
|                                                                                        
|Income tax expense                                                                      
|                                                                                        
|Net Income                                                                              
|                                                                                        
|The Notes to Consolidated Financial Statements are an integral part of these statements.



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|North Shore Gas Company                                                                 
|----------------------------------------------------------------------------------------
|                                                                                        
|CONSOLIDATED BALANCE SHEETS                                                             
|(Unaudited)                                                                             
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|(In Thousands)                                                                          
|ASSETS                                                                                  
|CAPITAL INVESTMENTS:                                                                    
|Property, plant and equipment                                                           
|Less - Accumulated depreciation                                                         
|Net property, plant and equipment                                                       
|                                                                                        
|CURRENT ASSETS:                                                                         
|Cash and cash equivalents                                                               
|Short-term investments                                                                  
|Deposits with broker or trustee                                                         
|Receivables -                                                                           
|Customers, net of reserve for uncollectible                                             
|accounts of $1,533, $943 and $1,024, respectively                                       
|Intercompany receivables                                                                
|Other                                                                                   
|Materials and supplies, at average cost                                                 
|Gas in storage, at last-in, first-out cost                                              
|Gas costs recoverable through rate adjustments                                          
|Regulatory assets                                                                       
|Other                                                                                   
|Total Current Assets                                                                    
|                                                                                        
|OTHER ASSETS:                                                                           
|Prepaid pension costs                                                                   
|Noncurrent regulatory assets                                                            
|Deferred charges and other                                                              
|Total Other Assets                                                                      
|                                                                                        
|Total Assets                                                                            
|                                                                                        
|The Notes to Consolidated Financial Statements are an integral part of these statements.



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|North Shore Gas Company                                                                 
|----------------------------------------------------------------------------------------
|                                                                                        
|CONSOLIDATED BALANCE SHEETS                                                             
|(Unaudited)                                                                             
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|(In Thousands, Except Shares)                                                           
|CAPITALIZATION AND LIABILITIES                                                          
|CAPITALIZATION:                                                                         
|Common Stockholder's Equity:                                                            
|Common stock, without par value -                                                       
|Authorized 5,000,000 shares                                                             
|Outstanding 3,625,887 shares                                                            
|Retained earnings                                                                       
|Accumulated other comprehensive income (loss)                                           
|Total Common Stockholder's Equity                                                       
|                                                                                        
|Long-term debt, exclusive of maturities due within one year                             
|Total Capitalization                                                                    
|                                                                                        
|CURRENT LIABILITIES:                                                                    
|Other short-term debt                                                                   
|Accounts payable                                                                        
|Accrued taxes                                                                           
|Other accrued liabilities                                                               
|Intercompany payables                                                                   
|Regulatory liabilities                                                                  
|Dividends payable                                                                       
|Customer deposits                                                                       
|Customer credit balances                                                                
|Gas costs refundable through rate adjustments                                           
|Accrued interest                                                                        
|Temporary LIFO liquidation credit                                                       
|Total Current Liabilities                                                               
|                                                                                        
|DEFERRED CREDITS AND OTHER LIABILITIES:                                                 
|Deferred income taxes                                                                   
|Investment tax credits                                                                  
|Environmental, pension and other                                                        
|Total Deferred Credits and Other Liabilities                                            
|                                                                                        
|Total Capitalization and Liabilities                                                    
|                                                                                        
|The Notes to Consolidated Financial Statements are an integral part of these statements.



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|North Shore Gas Company                                                                 
|----------------------------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                                   
|(Unaudited)                                                                             
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|(In Thousands)                                                                          
|Operating Activities:                                                                   
|Net income                                                                              
|Adjustments to reconcile net income to cash provided by operations:                     
|Depreciation                                                                            
|Deferred income taxes and investment tax credits - net                                  
|Change in environmental, pension and other liabilities                                  
|Other changes in noncurrent operating activities                                        
|Changes in current assets and liabilities:                                              
|Receivables - net                                                                       
|Gas in storage                                                                          
|Gas costs recoverable/refundable through rate adjustments                               
|Net regulatory assets/liabilities                                                       
|Accounts payables                                                                       
|Accrued other liabilities                                                               
|Accrued taxes                                                                           
|Temporary LIFO liquidation credit                                                       
|Other                                                                                   
|Net Cash Provided by Operating Activities                                               
|                                                                                        
|Investing Activities:                                                                   
|Capital spending                                                                        
|Short-term investments                                                                  
|Decrease in deposits with broker or trustee                                             
|Proceeds from the sale of assets                                                        
|Other                                                                                   
|Net Cash Used in Investing Activities                                                   
|                                                                                        
|Financing Activities:                                                                   
|Proceeds from (payment of) overdrafts                                                   
|Retirement of short-term debt                                                           
|Retirement of long-term debt                                                            
|Dividends paid on common stock                                                          
|Net Cash Used in Financing Activities                                                   
|                                                                                        
|Net Increase in Cash and Cash Equivalents                                               
|Cash and Cash Equivalents at Beginning of Period                                        
|Cash and Cash Equivalents at End of Period                                              
|                                                                                        
|Supplemental Information:                                                               
|Income taxes paid                                                                       
|Interest paid                                                                           
|                                                                                        
|The Notes to Consolidated Financial Statements are an integral part of these statements.



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Notes to Consolidated Financial Statements (Unaudited)

1: BASIS OF PRESENTATION

The condensed, unaudited financial statements of Peoples Energy Corporation (the Company or Peoples Energy), The Peoples Gas Light and Coke Company (Peoples Gas) and North Shore Gas Company (North Shore Gas), have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Peoples Gas and North Shore Gas are wholly-owned subsidiaries of the Company.

This Quarterly Report on Form 10-Q is a combined report of the Company, Peoples Gas and North Shore Gas. Certain footnote disclosures and other information, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), have been condensed or omitted from these interim financial statements, pursuant to SEC rules and regulations. Therefore, the statements should be read in conjunction with the consolidated financial statements and related notes contained in the Annual Report on Form 10-K for the Company, Peoples Gas and North Shore Gas for the fiscal year ended September 30, 2004. Certain items previously reported for the prior periods have been reclassified to conform with the presentation in the current period. Due to a number of factors, including seasonality of businesses and market price volatility, the quarterly results of operations and statements of financial position and cash flows should not be considered indicative of the year as a whole.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of normal recurring adjustments unless otherwise noted, necessary to present fairly the financial position of the Company, Peoples Gas and North Shore Gas and their results of operations and cash flows for the interim periods presented.

2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Gas in Storage

Peoples Gas and North Shore Gas price storage injections at the fiscal year average of the costs of natural gas supply purchased. Withdrawals from storage for the utilities are priced on the LIFO cost method. For interim periods, the difference between current projected replacement cost and the LIFO cost for quantities of gas temporarily withdrawn from storage is recorded as a temporary LIFO liquidation credit. Due to seasonality requirements, the Company expects interim reductions in LIFO layers to be replenished by the fiscal year end. The Retail Energy Services and Midstream Services segments account for gas in inventory primarily using the lower of average cost or market method. A small portion of gas in storage reported for Midstream Services represents the effects of fair value hedges accounted for in accordance with Statement of Financial Accounting Standards (SFAS) 133, "Accounting for Derivatives and Hedging Activities" (SFAS No. 133).

Stock Compensation Plans

The 2004 Incentive Compensation Plan (2004 Plan) is comprised of two sub-plans, the Long-Term Incentive Compensation Plan and the Short-Term Incentive Compensation Plan. The adoption of the 2004 Plan effectively replaced the Company's Long-Term Incentive Compensation Plan (superseded LTIC Plan) and Short-Term Incentive Compensation Plan. The 2004 Plan does not provide for the grant of stock options, but instead provides for the issuance of restricted stock, restricted stock units and performance shares. No expense has been accrued with respect to performance shares awarded under the 2004 Plan based upon current estimates of Company performance.

As allowed under SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure, an amendment of Financial Accounting Standards Board (FASB) Statement No. 123," the Company has chosen to continue accounting for stock-based compensation using the intrinsic value method under Accounting Principles Board Opinion No. 25. Therefore, no compensation cost has been recognized for nonqualified stock options (under the superseded LTIC Plan and the Directors Stock and Option Plan (DSOP)) and shares issued under the Employee Stock Purchase Plan (ESPP). No options were granted in the nine-month periods ended June 30, 2005

- 14 -



---

Notes to Consolidated Financial Statements (Unaudited)

and 2004. There were 12,228 shares and 13,244 shares sold through the ESPP in the nine-month periods ended June 30, 2005 and 2004, respectively.

Stock-based employee compensation cost (income) relative to stock appreciation rights, restricted stock awards and directors fees paid in stock included in reported net income for the three- and nine-month periods ended June 30, 2005 totaled $0.7 million and $2.0 million. For the three- and nine-month periods ended June 30, 2004 stock-based employee compensation was $0.1 million and $1.5 million, respectively. Had compensation cost for stock options and shares issued under the superseded LTIC Plan, DSOP and ESPP been determined consistent with SFAS No. 123, the effect on the Company's net income and earnings per share is shown in the following pro forma amounts:

|                                         |  | Three Months Ended |  | Nine Months Ended
|---------------------------------------- |  | ------------------ |  | -----------------
|                                         |  | June 30,           |  | June 30,         
|(In Thousands, Except Per-Share Amounts) |  | 2005               |  | 2004             
|Net income as reported                   |  | $   6,799          |  | $   5,623        
|Pro forma effects of LTIC, DSOP and ESPP |  |                    |  |                  
|compensation expense under SFAS No. 123  |  | 16                 |  | 17               
|Pro forma net income                     |  | $   6,783          |  | $   5,606        
|Earnings per average common share:       |  |                    |  |                  
|Basic                                    |  | $    0.18          |  | $    0.15        
|Diluted                                  |  | 0.18               |  | 0.15             
|Pro forma basic                          |  | 0.18               |  | 0.15             
|Pro forma diluted                        |  | 0.18               |  | 0.15             

For the three and nine months ended June 30, 2005 and 2004, all outstanding options were included in the computation of average shares outstanding used to calculate diluted earnings per share and pro forma diluted earnings per share.

The following table summarizes the assumptions used to calculate the fair value of each option grant. The pro forma disclosures are based upon recognizing expense over the vesting period of the options, the longest of which is 12 months. As all outstanding options became fully vested as of December 31, 2003, the following assumptions relate only to activity in the first quarter of fiscal 2004. For pro forma presentation purposes, the effect of unvested options is only applicable to the nine months ended June 30, 2004.



|                            | Nine Months Ended
|--------------------------- | -----------------
|                            | June 30, 2004    
|                            |                  
|Expected volatility         | 25.90%           
|Dividend yield              | 5.1%             
|Risk-free interest rate     | 2.47%            
|Expected lives (years)      | 3                
|Weighted average fair value | $ 3.83           

Derivative Instruments and Hedging Activities

The Company's earnings may vary due to changes in commodity prices and interest rates (market risk) that affect its operations and investments. To manage this risk, the Company uses forward contracts and financial instruments, including commodity futures contracts, swaps and options. It is the policy of the Company to use these instruments solely for the purpose of managing risk and not for any speculative purpose. The Company accounts for derivative financial instruments pursuant to SFAS No. 133. Under the provisions of SFAS No. 133, all derivatives are recognized on the balance sheet at their fair value unless they qualify for the normal purchases and normal sales exception.

- 15 -



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Notes to Consolidated Financial Statements (Unaudited)

Cash Flow Hedges. The Company has positions in oil and gas reserves, natural gas, and transportation as part of its Oil and Gas Production, Midstream Services and Retail Energy Services businesses. The Company uses derivative financial instruments to protect against loss of value of future anticipated cash transactions caused by price changes in the marketplace. The Company has also used derivative instruments to reduce interest rate risk associated with debt refinancing activities. Additionally, the Company uses interest rate derivatives to adjust the portfolio composition of debt from floating-rate to fixed-rate debt. All these instruments are designated cash flow hedges, which allow for the effective portion of unrealized changes in value during the life of the hedge to be recorded in other comprehensive income. Realized gains and losses from cash flow hedges are recorded in the income statement in the same month the related physical sales and purchases and interest expense is recorded.

Cash flow hedge accounting is discontinued when it is no longer probable that the original forecasted transactions will occur. The carrying value of contracts which no longer qualify for hedge accounting are prospectively marked-to-market, with the change in value recorded in each reporting period in the income statement. If the original forecasted transactions are probable of not occurring, any amounts previously recorded in other comprehensive income are immediately recorded in the income statement. In the third quarter of fiscal 2005, the Company recognized a pretax loss of $52,000 in the income statement related to dedesignated oil hedges for which the forecasted transactions are probable of not occurring.

The following tables summarize selected information related to outstanding cash flow hedges included in the Consolidated Income Statements and Balance Sheets for the periods ended June 30, 2005 and 2004, respectively.

|Periods ended June 30, 2005                                |  |                     |  | Interest          |  | Partnership       |  |              
|---------------------------------------------------------- |  | ------------------- |  | ----------------- |  | ----------------- |  | -------------
|(In Thousands)                                             |  | Commodities         |  | Rate              |  | Transactions      |  | Total        
|Portion of after-tax gains (losses) on hedging instruments |  |                     |  |                   |  |                   |  |              
|determined to be ineffective and included in net income    |  |                     |  |                   |  |                   |  |              
|at June 30, 2005 - three months ended                      |  | $            (659)  |  | $               - |  | N/A               |  | $      (659) 
|- nine months ended                                        |  | $            (520)  |  | $               - |  | N/A               |  | $      (520) 
|                                                           |  |                     |  |                   |  |                   |  |              
|After-tax gains (losses) resulting from discontinuance of  |  |                     |  |                   |  |                   |  |              
|cash flow hedges                                           |  |                     |  |                   |  |                   |  |              
|at June 30, 2005 - three months ended                      |  | $              (31) |  | $               - |  | N/A               |  | $        (31)
|- nine months ended                                        |  | $              (31) |  | $               - |  | N/A               |  | $        (31)
|                                                           |  |                     |  |                   |  |                   |  |              
|Accumulated other comprehensive income (loss) after-tax at |  |                     |  |                   |  |                   |  |              
|June 30, 2005                                              |  | $       (62,478)    |  | $         (513)   |  | $         (4,846) |  | $ (67,837)   
|Portion of accumulated other comprehensive income (loss)   |  |                     |  |                   |  |                   |  |              
|expected to be reclassified to earnings during the next    |  |                     |  |                   |  |                   |  |              
|12 months based on prices at June 30, 2005                 |  | $       (36,174)    |  | $           (66)  |  | N/A               |  | $ (36,240)   
|Maximum term                                               |  | 39 months           |  | 94 months         |  |                   |  |              
|                                                           |  |                     |  |                   |  |                   |  |              
|Periods ended June 30, 2004                                |  |                     |  |                   |  |                   |  |              
|(In Thousands)                                             |  |                     |  |                   |  |                   |  |              
|Portion of after-tax gains (losses) on hedging instruments |  |                     |  |                   |  |                   |  |              
|determined to be ineffective and included in net income    |  |                     |  |                   |  |                   |  |              
|at June 30, 2004 - three months ended                      |  | $               46  |  | $               - |  | N/A               |  | $         46 
|- nine months ended                                        |  | $               88  |  | $               - |  | N/A               |  | $         88 
|Accumulated other comprehensive income (loss) after tax at |  |                     |  |                   |  |                   |  |              
|June 30, 2004                                              |  | $       (37,707)    |  | $         (579)   |  | $         (4,159) |  | $ (42,445)   

The maturities of the open cash flow hedges are summarized in the table below. Valuations are based on the New York Mercantile Exchange (NYMEX) closing prices for the respective NYMEX Henry Hub futures contracts and on the closing prices published in various commodity pricing publications for the geographical differential between a specific location price and the NYMEX Henry Hub futures contract closing price where applicable.

- 16 -



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Notes to Consolidated Financial Statements (Unaudited)

|Cash Flow Hedges            
|----------------------------
|Value by Year of Maturity   
|                            
|                            
|(In Thousands)              
|Loss at June 30, 2005       
|Loss at September 30, 2004  
|Gain (Loss) at June 30, 2004

Mark-To-Market Derivative Instruments. Peoples Gas and North Shore Gas use derivative instruments to manage each utility's cost of gas supply and mitigate price volatility. The regulated utilities' tariffs allow for full recovery from their customers of prudently incurred gas supply costs. Since the utilities do not bear the price risk associated with future gas supply purchases, any associated derivative activity will not qualify for hedge accounting and therefore must be marked-to-market. SFAS No. 71, "Accounting for the Effects of Certain Types of Regulation", allows for unrealized gains or losses on the derivative instruments to be recorded as regulatory assets or regulatory liabilities. Realized gains or losses are recorded as an adjustment to the cost of gas supply in the period that the underlying gas purchase transaction takes place. The costs and benefits of this activity are passed through to customers under the tariffs of Peoples Gas and North Shore Gas. The following table summarizes the market value of these outstanding instruments and other derivative instruments that do not qualify for hedge accounting and are recorded on a mark-to-market basis. All amounts are expected to be settled during the next 12 months.

|                                             |  | June 30,    |  | September 30,   |  | June 30, 
|-------------------------------------------- |  | ----------- |  | --------------- |  | ---------
|(In Thousands)                               |  | 2005        |  | 2004            |  | 2004     
|Peoples Gas mark-to-market asset (liability) |  | $     (590) |  | $        22,768 |  | $  10,350
|North Shore Gas mark-to-market asset         |  | 275         |  | 4,653           |  | 1,892    
|Other mark-to-market asset (liability)       |  | (907)       |  | 257             |  | 128      
|Total                                        |  | $  (1,222)  |  | $        27,678 |  | $  12,370

Fair Value Hedges. The Company uses financial hedges to protect the value of a small portion of Midstream Services' gas in storage and these are accounted for as fair value hedges. The change in value of these hedges along with the change in value of the inventory hedged are recorded in each reporting period in the income statement. The Company also uses certain financial instruments to adjust the portfolio composition of its debt from fixed-rate to floating-rate debt. These derivative instruments are accounted for as fair value hedges. The change in value of these hedges along with the change in value of the debt hedged are recorded in each reporting period in the income statement.

Derivative Summary. The following table summarizes the changes in valuation of all outstanding derivative contracts during the three and nine months ended June 30, 2005 and 2004. All amounts are based on fair values at the end of the period and do not necessarily indicate that a gain or loss on the derivative will be recognized in income in future periods. Generally hedges are held to maturity, which coincides with recognition of the transaction being hedged (e.g., anticipated sales or cost of purchases in income), thereby achieving the realization of prices contemplated by the underlying risk management strategies.



- 17 -



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Notes to Consolidated Financial Statements (Unaudited)



|                                                      | Derivative Type
|----------------------------------------------------- | ---------------
|                                                      | Cash Flow      
|Fiscal Quarter                                        | Hedges         
|(In Thousands)                                        | 2005           
|Value of contracts outstanding at beginning of period | $ (120,980)    
|Loss on contracts discontinued as cash flow hedges    | 590            
|Less: Gain (loss) on contracts realized or otherwise  |                
|settled during the period                             | (12,596)       
|Plus: Unrealized gain (loss) on new contracts         |                
|entered into during the period and outstanding        |                
|at end of period                                      | (24)           
|Plus: Other unrealized gain (loss), primarily changes |                
|in market prices on contracts outstanding at the      |                
|beginning of the period                               | 2,068          
|Value of contracts outstanding at June 30,            | $ (105,750)    
|                                                      |                
|                                                      |                
|                                                      | Derivative Type
|                                                      | Cash Flow      
|Fiscal Year-to-Date                                   | Hedges         
|(In Thousands)                                        | 2005           
|Value of contracts outstanding at beginning of period | $   (89,306)   
|Loss on contracts discontinued as cash flow hedges    | 590            
|Less: Gain (loss) on contracts realized or otherwise  |                
|settled during the period                             | (34,731)       
|Plus: Unrealized gain (loss) on new contracts         |                
|entered into during the period and outstanding        |                
|at end of period                                      | (6,068)        
|Plus: Other unrealized gain (loss), primarily changes |                
|in market prices on contracts outstanding at the      |                
|beginning of the period                               | (45,697)       
|Value of contracts outstanding at June 30,            | $ (105,750)    

Revenue Recognition

Gas and electricity sales and transportation revenues are recorded on the accrual basis for all gas and electricity delivered during the month, including an estimate for gas and electricity delivered but unbilled at the end of each month. The amount of accrued unbilled revenue in gross receivables from customers is summarized below.

|                            |  | June 30,    |  | September 30,   |  | June 30,   
|--------------------------- |  | ----------- |  | --------------- |  | -----------
|(In Thousands)              |  | 2005        |  | 2004            |  | 2004       
|Peoples Gas                 |  | $    25,018 |  | $        30,755 |  | $    15,516
|North Shore Gas             |  | 4,338       |  | 5,322           |  | 3,666      
|Peoples Energy Services     |  | 13,949      |  | 13,829          |  | 15,701     
|Consolidated Peoples Energy |  | $    43,305 |  | $        49,906 |  | $    34,883

In Illinois, delivering, supplying, furnishing or selling gas for use or consumption and not for resale is subject to state and, in some cases, municipal taxes (revenue taxes). The Illinois Public Utility Act provides that the tax may be recovered from utility customers by adding an additional charge to customers' bills. These taxes are due only to the extent they are collected as cash receipts as opposed to amounts billed. As a result, most revenue taxes are reported on a gross basis, whereby the billed amounts for the recovery of these taxes are included in revenues and an offsetting expense amount (net of an administrative fee), representing the expected cash payment of the

- 18 -



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Notes to Consolidated Financial Statements (Unaudited)

taxes is included in taxes, other than income taxes on the income statement. Revenue tax amounts included in utility revenues are as follows:



|                            | Three Months Ended |  | Nine Months Ended
|--------------------------- | ------------------ |  | -----------------
|                            | June 30,           |  | June 30,         
|(In Thousands)              | 2005               |  | 2004             
|Peoples Gas                 | $20,048            |  | $ 18,997         
|North Shore Gas             | 1,882              |  | 1,711            
|Consolidated Peoples Energy | $21,930            |  | $ 20,708         

Natural gas and crude oil production revenues are recorded on the entitlement method. Under the entitlement method, revenue is recorded when title is transferred based on the Company's net interest. The Company records its entitled share of revenues based on estimated production volumes. Subsequently, these estimated volumes are adjusted to reflect actual volumes that are supported by third party statements and/or cash receipts.

Exploratory Drilling Costs

The Company's Oil and Gas Production segment identifies and tracks expenditures associated with exploratory drilling. The project costs of drilling exploratory wells are capitalized as part of the segment's property and equipment, pending determination of whether the well has found proved reserves. The success or failure of the exploration project dictates the appropriate accounting treatment of those capital expenditures. If an exploration well is successful, resulting in proved reserves, then the exploratory and associated costs are capitalized and become part of the segment's capitalized cost of wells and related equipment and facilities for depreciation, depletion and amortization (DD&A) purposes. If, however, the exploration well is not successful and has not resulted in proved reserves, the capitalized costs of drilling the well, net of any salvage value, are charged to expense. In accordance with the provisions of SFAS No. 19, "Financial Accounting and Reporting by Oil and Gas Producing Companies" (SFAS No. 19), it is the Company's policy to make the final capitalization or expense determination of exploratory drilling costs upon completion of the drilling operations, but in no case later than one year thereafter. On April 4, 2005, the FASB issued FASB Staff Position No. 19-1, "Accounting for Suspended Well Costs" (FSP No. 19-1). Among other provisions, FSP No. 19-1 amends SFAS No. 19 with respect to the continued capitalization of exploratory well costs after the completion of drilling but prior to the determining whether the well has found proved reserves. The Company's adoption of FSP No. 19-1 in the third quarter of fiscal 2005 did not have a significant effect on the financial condition or results of operations of the Company.

At June 30, 2005, the Company did not have any exploratory pre-production wells requiring additional major capital expenditures (to determine presence of proved reserves) or any exploratory wells where more than one year had elapsed since the completion of drilling without a determination of well results.

At June 30, 2004, the Company had no capitalized exploratory well costs pending determination of proved reserves. A portion of exploration expense recognized in the third quarter of fiscal 2004 relates to the expensing of $2.7 million in costs previously capitalized.

Statement of Cash Flows

For purposes of reporting cash flows, the Company considers all highly liquid financial instruments with a maturity at the date of purchase of three months or less to be cash equivalents. Under the Company's cash management practices, checks issued pending clearance that result in overdraft balances for accounting purposes are included in accounts payable and total $10.0 million, $6.5 million and $19.8 million as of June 30, 2005, September 30, 2004 and June 30, 2004, respectively. For Peoples Gas, the amounts in accounts payable at June 30, 2005, September 30, 2004 and June 30, 2004 were $9.7 million, $4.9 million and $7.7 million, respectively. North Shore Gas' amounts in accounts payable at June 30, 2005, September 30, 2004 and June 30, 2004 were immaterial.

- 19 -



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Notes to Consolidated Financial Statements (Unaudited)

Short-term investments at June 30, 2005, consist entirely of auction rate debt securities and are carried at cost, which approximates fair value. The Company records the related interest income in other income and expense-net on the Consolidated Statements of Income. These investments are classified as "available for sale" under the provisions of SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities". At June 30, 2005, available for sale investments had contractual maturity dates of July 5 through July 15, 2005.

Contingencies, Indemnities and Commitments

Contingent obligations, including indemnities, litigation and other possible commitments are accounted for in accordance with SFAS No. 5, "Accounting for Contingencies," which requires that an estimated loss be recorded if it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Accordingly, those contingencies that are deemed to be probable and where the amount of loss is reasonably estimable are accrued in the financial statements. If only a range of loss can be determined, the best estimate within that range is accrued; if none of the estimates within that range is better than another, the low end of the range is accrued. Disclosure of a contingency is required if there is at least a reasonable possibility that a loss has been or will be incurred, even if the amount is not estimable. The assessment of contingencies is a highly subjective process that requires judgments about future events. Contingencies are reviewed at least quarterly to determine the adequacy of the accruals and related financial statement disclosure. The ultimate settlement of contingencies may differ materially from amounts accrued in the financial statements.

- 20 -



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Notes to Consolidated Financial Statements (Unaudited)

3: BUSINESS SEGMENTS

Total segment capital assets include net property, plant and equipment and certain intangible assets classified in other investments. Financial data by business segment is presented below.

|                                         |  |                          |               |                 |            | Retail    |              | Corporate      |             
|---------------------------------------- |  | ------------------------ | ------------- | --------------- | ---------- | --------- | ------------ | -------------- | ------------
|                                         |  | Gas                      | Oil and Gas   | Power           | Midstream  | Energy    |              | and            |             
|(In Thousands)                       |  |  Distribution    | Production    | Generation      | Services   | Services  | Other        | Adjustments    | Total       
|Three Months Ended June 30, 2005         |  |                          |               |                 |            |           |             
|Revenues                                 |  | $    257,836             | $      25,416 | $             - | $ 111,009  | $  69,160 | $          - | $      (7,490) | $    455,931
|Cost of energy sold                      |  | 138,829                  | -             | -               | 107,927    | 65,035    | -            | (7,905)        | 303,886     
|Operation and maintenance                |  | 57,748                   | 6,944         | 450             | 1,750      | 2,278     | 479          | 3,931          | 73,580      
|Restructuring charge                     |  | -                        | -             | -               | -          | -         | -            | 52             | 52          
|Environmental costs                      |  | 4,599                    | -             | -               | -          | -         | -            | -              | 4,599       
|Depreciation, depletion and amortization |  | 12,230                   | 10,969        | -               | 111        | 443       | 35           | 251            | 24,039      
|Taxes, other than income taxes           |  | 28,069                   | 2,720         | 25              | 53         | 102       | 38           | 662            | 31,669      
|Losses (gains) on property sales         |  | 41                       | (988)         | -               | (2)        | -         | (11)         | -              | (960)       
|Equity investment income                 |  | -                        | 83            | 3,744           | -          | -         | 226          | -              | 4,053       
|Operating income (loss)                  |  | 16,320                   | 5,854         | 3,269           | 1,170      | 1,302     | (315)        | (4,481)        | 23,119      
|Segment capital assets - net             |  | 1,575,713                | 341,019       | 11,312          | 5,730      | 4,833     | 1,110        | 4,400          | 1,944,117   
|Investments in equity investees          |  | -                        | 9,973         | 102,274         | -          | -         | 3,654        | -              | 115,901     
|Capital spending                         |  | 19,396                   | 25,093        | 303             | -          | 14        | -            | 500            | 45,306      
|Three Months Ended June 30, 2004         |  |                          |               |                 |            |           |             
|Revenues                                 |  | $    234,611             | $      30,523 | $             - | $   83,506 | $  62,913 | $       36   | $    (10,452)  | $    401,137
|Cost of energy sold                      |  | 118,636                  | -             | -               | 80,907     | 58,480    | 8            | (10,885)       | 247,146     
|Operation and maintenance                |  | 59,348                   | 10,528        | 1,323           | 1,617      | 3,026     | 315          | 4,530          | 80,687      
|Environmental costs                      |  | 3,052                    | -             | -               | -          | -         | -            | -              | 3,052       
|Depreciation, depletion and amortization |  | 17,478                   | 11,550        | 32              | 112        | 452       | 4            | 121            | 29,749      
|Taxes, other than income taxes           |  | 26,078                   | 2,879         | 41              | 35         | 122       | 10           | 596            | 29,761      
|Losses (gains) on property sales         |  | (1,242)                  | (99)          | -               | -          | -         | (135)        | -              | (1,476)     
|Equity investment income (loss)          |  | -                        | 1,725         | 3,091           | -          | -         | 50           | -              | 4,866       
|Operating income (loss)                  |  | 11,261                   | 7,390         | 1,695           | 835        | 833       | (116)        | (4,814)        | 17,084      
|Segment capital assets - net             |  | 1,565,755                | 315,137       | 10,466          | 6,092      | 7,398     | 960          | 2,035          | 1,907,843   
|Investments in equity investees          |  | -                        | 19,807        | 107,469         | -          | -         | 3,674        | -              | 130,950     
|Capital spending                         |  | 17,133                   | 13,918        | 1,517           | 4          | 481       | -            | 260            | 33,313      
|Nine Months Ended June 30, 2005          |  |                          |               |                 |            |           |             
|Revenues                                 |  | $ 1,514,433              | $      82,246 | $             - | $ 365,342  | $335,162  | $          - | $    (76,935)  | $2,220,248  
|Cost of energy sold                      |  | 956,609                  | -             | -               | 351,358    | 310,704   | -            | (78,178)       | 1,540,493   
|Operation and maintenance                |  | 195,499                  | 21,549        | 1,458           | 5,242      | 9,172     | 1,363        | 9,338          | 243,621     
|Restructuring charge                     |  | -                        | -             | -               | -          | -         | -            | 13,216         | 13,216      
|Environmental costs                      |  | 27,727                   | -             | -               | -          | -         | -            | -              | 27,727      
|Depreciation, depletion and amortization |  | 46,339                   | 34,596        | 1               | 335        | 1,255     | 104          | 718            | 83,348      
|Taxes, other than income taxes           |  | 149,697                  | 8,765         | 37              | 198        | 317       | 74           | 1,453          | 160,541     
|Losses (gains) on property sales         |  | 163                      | (988)         | 143             | (2)        | (50)      | (11)         | -              | (745)       
|Equity investment income                 |  | -                        | 1,298         | 6,175           | -          | -         | 756          | -              | 8,229       
|Operating income (loss)                  |  | 138,399                  | 19,622        | 4,536           | 8,211      | 13,764    | (774)        | (23,482)       | 160,276     
|Segment capital assets - net             |  | 1,575,713                | 341,019       | 11,312          | 5,730      | 4,833     | 1,110        | 4,400          | 1,944,117   
|Investments in equity investees          |  | -                        | 9,973         | 102,274         | -          | -         | 3,654        | -              | 115,901     
|Capital spending                         |  | 54,499                   | 56,675        | 939             | 8          | 144       | 400          | 706            | 113,371     
|Nine Months Ended June 30, 2004          |  |                          |               |                 |            |           |             
|Revenues                                 |  | $ 1,344,010              | $      93,915 | $             - | $ 257,860  | $270,627  | $     290    | $    (33,660)  | $1,933,042  
|Cost of energy sold                      |  | 799,756                  | -             | -               | 245,257    | 249,989   | 94           | (34,899)       | 1,260,197   
|Operation and maintenance                |  | 198,451                  | 22,452        | 3,343           | 4,540      | 10,150    | 614          | 15,414         | 254,964     
|Environmental costs                      |  | 15,142                   | -             | -               | -          | -         | -            | -              | 15,142      
|Depreciation, depletion and amortization |  | 51,441                   | 36,093        | 95              | 336        | 1,326     | 12           | 338            | 89,641      
|Taxes, other than income taxes           |  | 138,453                  | 7,301         | 100             | 85         | 360       | 1            | 2,208          | 148,508     
|Losses (gains) on property sales         |  | (1,242)                  | (99)          | -               | -          | -         | (135)        | -              | (1,476)     
|Equity investment income (loss)          |  | -                        | 3,119         | 2,584           | -          | -         | 407          | -              | 6,110       
|Operating income (loss)                  |  | 142,009                  | 31,287        | (954)           | 7,642      | 8,802     | 111          | (16,721)       | 172,176     
|Segment capital assets - net             |  | 1,565,755                | 315,137       | 10,466          | 6,092      | 7,398     | 960          | 2,035          | 1,907,843   
|Investments in equity investees          |  | -                        | 19,807        | 107,469         | -          | -         | 3,674        | -              | 130,950     
|Capital spending                         |  | 53,031                   | 86,980        | 2,255           | 137        | 1,478     | 400          | 574            | 144,855     

- 21 -



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Notes to Consolidated Financial Statements (Unaudited)

4: RESTRUCTURING COSTS

During the fourth quarter of fiscal 2004, the Company commenced a restructuring plan to enhance operating efficiency and customer service and to help protect utility customers from the impact of rising operating costs, while maintaining solid financial results for the Company. The restructuring activities were designed to result in a reduction of over 100 nonunion permanent positions at all levels in the utility business and corporate support functions. An enhanced voluntary termination severance package was offered to nonunion employees including a termination allowance of three weeks' pay for each completed year of service up to a maximum of 52 weeks of pay, outplacement assistance, enhanced educational assistance, and reduced COBRA rates. Approximately 300 employees accepted the package, resulting in about 200 open positions, some of which have been filled in fiscal 2005 with the remainder expected to be filled in fiscal 2006.

The restructuring activities were substantially completed by September 30, 2004. The restructuring plan resulted in aggregate charges of $17.0 million to the Consolidated Statement of Income for fiscal 2004. Included in this amount were charges of $9.7 million and $0.9 million related to Peoples Gas and North Shore Gas, respectively, based primarily upon severance payments and related employer payroll taxes at each respective utility.

A total of approximately $2.4 million and $14.9 million for the third quarter and fiscal year-to-date through June 30, 2005, respectively, has been paid for severance payments, program expenses, employer taxes and legal fees. In addition, approximately $0.4 million in severance costs originally expensed was reversed in connection with the revocation of severance agreements. The Company has approximately $1.8 million of unpaid liabilities related to the restructuring costs included in accounts payable on the Consolidated Balance Sheet at June 30, 2005.

In the third quarter and year-to-date for fiscal 2005, the Company recorded $0.1 million and $13.2 million, respectively for pension benefits, net of capitalized amounts, associated with the restructuring plan described above. Minimal additional amounts are expected for the fourth quarter.

5: EQUITY INVESTMENTS

The Company has several investments in the form of partnerships that are accounted for as unconsolidated equity method investments. Individually, the Company's equity investments do not meet the requirements for separate financial statement disclosure. However, in aggregate these investments are material. The Company records its share of equity investment income based on financial information it receives from the partnerships. All information is current or based on estimated results for the quarter. The Company is not a managing partner in any of these investments.

The following table summarizes the combined partnership financial results and financial position of the Company's unconsolidated equity method investments.

|                       |  |  | Three Months Ended |  | Nine Months Ended
|---------------------- |  |  | ------------------ |  | -----------------
|                       |  |  | June 30,           |  | June 30,         
|(In Thousands)         |  |  | 2005               |  | 2004             
|Revenues               |  |  | $    46,570        |  | $    43,264      
|Operating income       |  |  | 22,246             |  | 20,303           
|Interest expense       |  |  | 9,264              |  | 10,001           
|Net income             |  |  | 4,645              |  | 8,984            
|                       |  |  |                    |  |                  
|Current assets         |  |  | 67,821             |  | 61,589           
|Noncurrent assets      |  |  | 708,353            |  | 760,775          
|Current liabilities    |  |  | 76,256             |  | 55,438           
|Noncurrent liabilities |  |  | 430,281            |  | 453,224          

- 22 -



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Notes to Consolidated Financial Statements (Unaudited)

The following table summarizes the Company's equity method investment ownership percentage and its equity share of the net income shown in the previous table.

|                                                      |  |             |  | Ownership Percentage |    | Equity Investment Income (Loss)
|----------------------------------------------------- |  | ----------- |  | -------------------- | -- | -------------------------------
|                                                      |  |             |  |                      |    |                                
|(Dollars in Thousands)                                |  |             |  | At June 30,          |    | June 30,                       
|Investment                                            |  | Segment     |  | 2005                 |    | 2004                           
|EnerVest                                              |  | Oil and Gas |  |                      | 30 | %                              
|Elwood                                                |  | Power       |  |                      | 50 |                                
|SCEP                                                  |  | Power       |  |                      | 28 |                                
|Trigen-Peoples                                        |  | Other       |  |                      | 50 |                                
|                                                      |  |             |  |                      |    |                                
|Total equity investment income                        |  |             |  |                      |    |                                
|                                                      |  |             |  |                      |    |                                
|Undistributed partnership income included in the      |  |             |  |                      |    |                                
|Company's retained earnings at the end of each period |  | $     8,485 |  | $ 12,156             |    | $    8,485                     



6: ENVIRONMENTAL MATTERS

A. Former Manufactured Gas Plant Operations

The Company's utility subsidiaries, their predecessors and certain former affiliates operated facilities in the past at multiple sites for the purpose of manufacturing gas and storing manufactured gas. In connection with manufacturing and storing gas, waste materials were produced that may have resulted in soil and groundwater contamination at these sites. Under certain laws and regulations relating to the protection of the environment, the subsidiaries might be required to undertake remedial action with respect to some of these materials. The subsidiaries are addressing these sites under a program supervised by the Illinois Environmental Protection Agency (IEPA).

Peoples Gas is addressing 29 manufactured gas sites, including two sites described in more detail below. Investigations have been completed at all or portions of 23 sites. Remediations have been completed at all or portions of six sites.

North Shore Gas is addressing five manufactured gas sites, including one site described in more detail below. Investigations have been completed at all or portions of four sites. Remediations have not yet been completed at these sites.

The United States Environmental Protection Agency (EPA) has identified North Shore Gas as a potentially responsible party (PRP) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (CERCLA) at the Waukegan Coke Plant Site located in Waukegan, Illinois (Waukegan Site). The Waukegan Site is part of the Outboard Marine Corporation (OMC) Superfund Site. The EPA also has identified OMC, General Motors Corporation and certain other parties as PRPs at the Waukegan Site. The EPA has issued a record of decision (ROD) selecting the remedial action for the Waukegan Site. The selected remedy consists of on-site treatment of groundwater and off-site disposal of soil containing polynuclear aromatic hydrocarbons and arsenic. North Shore Gas and the other PRPs have executed a remedial action consent decree which has been entered by the federal district court. The consent decree requires North Shore Gas and General Motors, jointly and severally, to perform the remedial action and establish and maintain financial assurance of $27 million. Remedial activities have commenced.

In 1996, the current owner of a site in Chicago, formerly called Pitney Court Station, filed suit under CERCLA against Peoples Gas in the U.S. District Court for the Northern District of Illinois, Continental Title Company v. The Peoples Gas Light and Coke Company, (case no. 96 C 3257). The suit seeks recovery of the past and future

- 23 -



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Notes to Consolidated Financial Statements (Unaudited)

costs of investigating and remediating the site. In ruling on cross motions for summary judgment, the court determined that Peoples Gas is a liable party under CERCLA and that the owner has established certain, but not all, elements of a defense to liability. Further proceedings have been stayed pending settlement discussions between the parties.

In 2004, the owners of another property in the vicinity of the former Pitney Court Station and the current site owner filed suit against Peoples Gas in the U.S. District Court for the Northern District of Illinois under the Resource Conservation and Recovery Act (RCRA). The suit, River Village West LLC et al v. The Peoples Gas Light and Coke Co., (case no. 04 C 3392), seeks an order directing Peoples Gas to remediate the site.

With respect to portions of certain other sites in Chicago, Peoples Gas has received demands from site owners and others asserting standing regarding the investigation or remediation of their parcels. Some of these demands seek to require Peoples Gas to perform extensive investigations or remediations. These demands include notice letters sent to Peoples Gas by River Village West. These letters informed Peoples Gas of River Village West's intent to file suit under RCRA seeking an order directing Peoples Gas to remediate seven former manufactured gas plant sites located on or near the Chicago River. In April 2005, River Village West filed suit against Peoples Gas in the U.S. District Court for the Northern District of Illinois under RCRA. The suit, River Village West LLC et al v. The Peoples Gas Light and Coke Company, (case no. 05 C 2103), seeks an order directing Peoples Gas to remediate three of the seven sites: the former South Station, the former Throop Street Station and the former Hough Place Station.

The utility subsidiaries are accruing and deferring liabilities and costs incurred in connection with all of the manufactured gas sites, including related legal expenses, pending recovery through rates or from other entities. At June 30, 2005, the total of these deferred liabilities and costs (stated in current year dollars) for Peoples Gas was $202 million; for North Shore Gas the total was $65 million; and for the Company on a consolidated basis, the total deferred was $267 million. Each of these deferred amounts reflects the net amount of (1) costs incurred to date, (2) carrying costs, (3) amounts recovered from insurance companies, other entities and from customers, and (4) management's best estimates of the costs the utilities will spend in the future for investigating and remediating the manufactured gas sites ($183 million for Peoples Gas; $64 million for North Shore Gas; and $247 million for the Company on a consolidated basis). Management also estimates that additional costs in the following amounts are reasonably possible: for Peoples Gas, $105 million; for North Shore Gas, $77 million; and for the Company on a consolidated basis, $182 million.

Management's foregoing estimates are developed with the aid of probabilistic modeling. They are based upon an ongoing review and judgement by management and its outside consultants of potential costs associated with conducting investigative and remedial actions at the manufactured gas sites, and of the likelihood of incurring such costs. Actual costs, which may differ materially from these estimates, will depend on several factors, including whether contamination exists at all sites, the nature and extent of contamination and the type of remediation that may be required. With respect to certain sites or portions of sites, the subsidiaries have received demands to investigate and remediate to extensive levels. While management does not believe that the utility subsidiaries are legally required to comply with such demands, should the subsidiaries be required to investigate and remediate to extensive levels at all of the sites that have not yet been remediated, the Company's aggregate maximum potential liability could be substantially higher than the reserves and estimates of additional reasonably possible costs indicated above.

Each subsidiary intends to seek contribution from other entities for the costs incurred at the sites, but the full extent of such contributions cannot be determined at this time.

Management believes that any costs incurred by Peoples Gas and by North Shore Gas for environmental activities relating to former manufactured gas operations that are not recoverable through contribution from other entities or from insurance carriers are recoverable through rates for utility service. Accordingly, management believes that the costs incurred by the subsidiaries in connection with former manufactured gas operations will not have a material adverse effect on the financial position or results of operations of the utilities. Peoples Gas and North Shore Gas are recovering the costs of environmental activities relating to the utilities' former manufactured gas

- 24 -



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Notes to Consolidated Financial Statements (Unaudited)

operations, including carrying charges on the unrecovered balances, under rate mechanisms approved by the Illinois Commerce Commission (Commission) which authorize recovery of prudently incurred costs. Environmental costs are expensed in the income statement in the same period they are billed to customers and recognized as revenues.

B. Former Mineral Processing Site in Denver, Colorado

In 1994, North Shore Gas received a demand from the S.W. Shattuck Chemical Company, Inc. (Shattuck), a responsible party under CERCLA, for reimbursement, indemnification and contribution for response costs incurred at Shattuck's Denver site. Shattuck is a wholly owned subsidiary of Salomon, Inc. (Salomon). The demand alleges that North Shore Gas is a successor to the liability of a former entity that was allegedly responsible during the period 1934-1941 for the disposal of mineral processing wastes containing radium and other hazardous substances at the site. In 1992, the EPA issued the ROD for the Denver site. The remedy selected in the ROD consisted of the on-site stabilization, solidification and capping of soils containing radioactive wastes. In 1997, the remedial action was completed. The cost of the remedy at the site has been estimated by Shattuck to be approximately $31 million. Salomon has provided financial assurance for the performance of the remediation of the site.

North Shore Gas filed a declaratory judgment action against Salomon in the U.S. District Court for the Northern District of Illinois. The suit asked the court to declare that North Shore Gas is not liable for response costs at the Denver site. Salomon filed a counterclaim for costs incurred by Salomon and Shattuck with respect to the site. In 1997, the district court granted North Shore Gas' motion for summary judgment, declaring that North Shore Gas is not liable for any response costs in connection with the Denver site.

In 1998, the United States Court of Appeals, Seventh Circuit, reversed the district court's decision and remanded the case for determination of what liability, if any, the former entity has, and therefore North Shore Gas has, for activities at the site.

In 1999, the EPA announced that it was reopening the ROD for the Denver site. The EPA's announcement followed a six-month scientific/technical review by the agency of the remedy's effectiveness. In 2000, the EPA amended the ROD to require removal of the radioactive wastes from the site to a licensed off-site disposal facility. The EPA estimates that this action will cost an additional $22.0 million (representing the present worth of estimated capital costs and estimated operation and maintenance costs).

In December 2001, Shattuck entered into a proposed settlement agreement with the United States and the State of Colorado regarding past and future response costs at the site. In August 2002, the agreement was approved by the District Court for the District of Colorado. Under the terms of the agreement, Shattuck will pay, in addition to amounts already paid for response costs at the site, approximately $7.2 million in exchange for a release from further obligations at the site. The release will not apply in the event that new information shows that the remedy selected in the amended ROD is not protective of human health or the environment or if it becomes necessary to remediate contaminated groundwater beneath or emanating from the site.

North Shore Gas does not believe that it has liability for the response costs, but cannot determine the matter with certainty. At this time, North Shore Gas cannot reasonably estimate what range of loss, if any, may occur. In the event that North Shore Gas incurs liability, it would pursue reimbursement from insurance carriers, other responsible parties, if any, and through its rates for utility service.

7: GAS CHARGE RECONCILIATION PROCEEDINGS AND RELATED MATTERS

A. Illinois Commerce Commission Proceedings

For each utility subsidiary, the Commission conducts annual proceedings regarding the reconciliation of revenues from the Gas Charge and related gas costs. In these proceedings, the accuracy of the reconciliation of revenues and costs is reviewed and the prudence of gas costs recovered through the Gas Charge is examined by interested

- 25 -



---

Notes to Consolidated Financial Statements (Unaudited)

parties. If the Commission were to find that the reconciliation was inaccurate or any gas costs were imprudently incurred, the Commission would order the utility to refund the affected amount to customers through subsequent Gas Charge filings. The proceedings are initiated shortly after the close of the fiscal year and historically take at least a year to 18 months to complete.

Proceedings regarding Peoples Gas and North Shore Gas for fiscal 2001 costs are currently pending before the Commission. In August 2003, three intervenors (Citizens Utility Board (CUB), Illinois Attorney General (AG) and City of Chicago (Chicago)) filed direct testimony in Peoples Gas' proceeding and one intervenor (CUB) filed testimony in North Shore Gas' proceeding. In January 2005, CUB and Chicago jointly filed additional direct testimony in the Peoples Gas proceeding. No intervenor filed additional direct testimony in the North Shore Gas proceeding. Issues raised by the intervenors in the Peoples Gas proceeding related primarily to not having financially hedged gas costs during the winter of 2000-2001, the use of its Manlove storage field to support transactions with third parties ("hub" transactions), its gas purchase agreement with Enron North America Corp. (Enron), transactions conducted and income earned by an affiliated company (enovate L.L.C. (enovate)) and the level of lost and unaccounted for gas costs Peoples Gas recovered through its Gas Charge. Each of the intervenors requested disallowances, which vary in amount depending upon the issues raised and the assumptions and methodologies used to measure the impact of the issues. In the Peoples Gas proceeding, the intervenors have requested disallowances, on a variety of issues other than financial hedging, that range in their initial testimony from $8 million to $56 million and in their additional testimony from $8 million to $150 million. CUB has requested an additional disallowance of $53 million and Chicago has requested a disallowance of $230 million based on the financial hedging issue. In the North Shore Gas proceeding, CUB raised only the hedging issue and recommended a disallowance of $10 million. The Commission's Staff (the Staff), based on additional direct and rebuttal testimony submitted in January 2005, increased the requested disallowance from $31 million to $92 million in the Peoples Gas proceeding and from $1.4 million to $4.0 million in the North Shore Gas proceeding covering a variety of alleged issues, none of which relate to hedging. The Staff stated in both the Peoples Gas and North Shore Gas proceedings that it did not recommend a disallowance based on allegations related to financial hedging. The Staff also recommended that the Commission should reopen the fiscal year 2000 Gas Charge reconciliation cases for Peoples Gas and North Shore Gas.

Peoples Gas and North Shore Gas submitted additional rebuttal testimony on January 28, 2005, which rejected the proposed disallowances by the intervenors and the Staff in their respective additional direct and rebuttal testimony. Peoples Gas' additional rebuttal testimony responded to all issues raised by the Staff and intervenors, including countering criticisms of the gas purchase agreement with Enron, defending the operation of the storage field as prudent, explaining why enovate transactions are unrelated to this proceeding and pointing out numerous errors in the proposed disallowance related to lost and unaccounted for gas. North Shore Gas' additional rebuttal testimony responded to all issues raised by the Staff, in particular, countering criticisms of the gas purchase agreement with Enron. On February 18, 2005, the Staff and intervenors filed rebuttal testimony in both utilities' cases, and no new issues or recommendations were included in that testimony. On March 4, 2005, Peoples Gas and North Shore Gas submitted surrebuttal testimony in response to the Staff and intervenor rebuttal testimony. Hearings were held in both utilities' cases on April 18 through April 22, 2005. At a status hearing on May 5, 2005, the records in both cases were marked "heard and taken" and a briefing schedule was set. Initial briefs were filed on June 30, 2005, and reply briefs are due August 11, 2005, although, on August 4, 2005, intervenors moved for an extension to August 19, 2005. In a joint initial brief filed in the Peoples Gas case by CUB, Chicago and AG, these intervenors recommended a gas cost disallowance of $381 million, and in its brief the Staff recommended a gas cost disallowance of $92 million. In initial briefs in the North Shore Gas case, CUB recommended a gas cost disallowance of $9.7 million, the Staff recommended a $3.96 million disallowance, and the AG, adopting Staff's positions, recommended a $3.96 million disallowance.

Peoples Gas and North Shore Gas previously submitted rebuttal testimony in response to the Staff and the intervenors on November 13, 2003. In that testimony, Peoples Gas stated that it would not oppose two disallowances proposed by the Staff, totaling approximately $5.2 million. One of these proposed disallowances, totaling $4.7 million, results in a change in the treatment for accounting and rate making purposes of gas used to support operational capabilities of Peoples Gas' underground storage. During the first quarter of fiscal 2004, this amount was capitalized as property, plant and equipment and will be depreciated over the asset's useful life. An

- 26 -



---

Notes to Consolidated Financial Statements (Unaudited)

offsetting liability for this amount, which is expected to be refunded to customers, was recorded. During the first quarter of fiscal 2004, Peoples Gas also recorded property, plant and equipment and liabilities totaling $5.9 million for similar amounts recovered through the Gas Charge in fiscal 2003 and fiscal 2002. A liability was also established for the second proposed disallowance of $0.5 million, resulting in a charge to income. Peoples Gas opposed all other proposed disallowances and North Shore Gas opposed all disallowances in its case.

An order from the Commission related to the fiscal 2001 Gas Charge reconciliation proceedings is not expected before the first quarter of fiscal 2006.

The Company believes that its fiscal 2001 purchasing practices were consistent with the standards applied by the Commission in its past orders and upheld by the Illinois courts and that it conducted business prudently and in the best interest of customers within these established standards. However, management cannot predict the outcome of these proceedings or reasonably estimate a range of potential loss and, accordingly, has not recorded a liability associated with this contingency other than with respect to the disallowances that Peoples Gas did not oppose as described above.

Fiscal 2002 Gas Charge reconciliation cases were initiated on November 7, 2002. Peoples Gas and North Shore Gas each filed direct testimony on August 1, 2003. Fiscal 2003 Gas Charge reconciliation cases were initiated on November 12, 2003. Peoples Gas and North Shore Gas each filed direct testimony on April 1, 2004. Fiscal 2004 Gas Charge reconciliation cases were initiated on November 10, 2004. Peoples Gas and North Shore Gas each filed direct testimony on April 7, 2005. Status hearings are scheduled for all three fiscal years on October 5, 2005.

B. Illinois Attorney General and the City of Chicago Lawsuits

On March 21, 2005, the AG and Chicago filed separate lawsuits in the Circuit Court of Cook County, Illinois against the Company and several of its subsidiaries, including Peoples Gas and, in the case of the AG's lawsuit, North Shore Gas. The AG's lawsuit alleges that during the period 1999 to 2002 the Company and four of its subsidiaries engaged in midstream gas transactions with Enron and certain of its affiliates in violation of the Illinois Consumer Fraud and Deceptive Business Practices Act. Chicago's lawsuit alleges that during the period from 2000 to the present, the Company and three of its subsidiaries engaged in similar transactions in violation of certain consumer protection provisions of the City of Chicago Municipal Code. Both lawsuits seek to impose fines and damages and seek injunctive orders to cease further violations. On April 12, 2005, the Court granted a motion to consolidate the proceedings. On May 13, 2005, the Company filed Motions to Dismiss the complaints filed by the AG and Chicago. On June 30, 2005, the AG and Chicago filed responses to the Company's Motions to Dismiss. The Company's Replies in support of its Motions to Dismiss were filed on August 4, 2005. A hearing is scheduled for August 17, 2005.

The Company believes that the issues raised in complaints filed by the AG and Chicago are substantially the same as those already under consideration by the Commission in proceedings regarding Peoples Gas and North Shore Gas for fiscal 2001 gas costs, as described in Note 7A. The Company believes it has meritorious defenses to the lawsuits. However, at this time, the Company cannot predict the outcome of the lawsuits and has not recorded a liability associated with these contingencies.

C. Class Action

In February 2004, a purported class action was filed in Cook County Circuit Court against the Company and Peoples Gas by Stephen Alport, a Peoples Gas customer, alleging, among other things, violation of the Illinois Consumer Fraud and Deceptive Business Practices Act related to matters at issue in Peoples Gas' gas reconciliation proceedings. The suit seeks unspecified compensatory and punitive damages. The Company and Peoples Gas deny the allegations made in the suit and intend to vigorously defend against the suit. On September 22, 2004, the Court granted a motion to dismiss all counts against Peoples Gas. On October 21, 2004, the plaintiffs filed an amended complaint against the Company. On November 22, 2004, the Company filed a motion to dismiss the amended complaint. On April 6, 2005, the Court denied the Company's motion in part, by allowing

- 27 -



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Notes to Consolidated Financial Statements (Unaudited)

to stand the plaintiffs' claims for violation of the Consumer Fraud and Deceptive Business Practices Act and claims that the Company acted in concert with others to commit a tortious act, and granted the Company's motion in part by dismissing all of the plaintiffs' other claims, though without prejudice to plaintiffs' ability to amend its complaint. Management cannot predict the outcome of this litigation and has not recorded a liability associated with this contingency.

D. CFTC Subpoena

In February, 2005, the Company received a subpoena from the U.S. Commodity Futures Trading Commission (CFTC) requesting information regarding price reporting of transactional data to the energy trade press, other information related to gas supply, the midstream gas trading and services business and the retail energy services business for the years 2000 through 2002 and a copy of certain documents produced in response to a separate subpoena issued by the AG. The Company has produced the requested information and is cooperating with the CFTC. The Company has not been charged by the CFTC with any violation nor does it have any knowledge of any violations concerning the matters covered by the subpoena.

8: OTHER LITIGATION

A. Oil and Gas Production Royalties Dispute

The Oil and Gas Production segment pays royalties and overriding royalties (collectively, royalties) to parties who own the mineral rights on wells operated by the Company. The royalties are computed based upon the amount of oil and gas produced and terms and conditions specified in the royalty agreements, which may provide the recipient with certain rights to review and challenge the royalties received. Pursuant to an audit, a claim was made against the Company by Coates Energy Trust and Coates Energy Interests, Ltd. for underpayment of royalties totaling approximately $2.4 million. In accordance with the royalty agreements (which were assigned to a subsidiary of Peoples Energy Production Company pursuant to an acquisition) the Company was required to pay the claim in December of 2004 while disputing the audit findings. In December 2004, the claimant filed suit in the District Court of Starr County, Texas seeking a declaratory judgment that the $2.4 million is owed to the claimant and that the Company cannot contest the audit's findings. The parties are attempting to resolve the dispute through mediation. The Company believes that the lawsuit and the matters asserted by the claimant are not consistent with the terms of the royalty agreements or applicable laws. The Company intends to vigorously defend the suit and believes, but cannot assure, that it will prevail in this matter and that the amounts will be refunded. Pending resolution of these matters, the Company has not recorded a royalty expense for these claims.

B. Chicago Municipal Tax Audit

In December, 2004, the City of Chicago served Peoples Gas with a Notice of Tax Determination and Assessment alleging that Peoples Gas owed approximately $9.4 million, inclusive of interest and penalties, with respect to Chicago's Natural Gas Occupation Tax for the period January 1, 1998 through June 30, 2002. After an exchange of information and discussions between Peoples Gas and the City of Chicago, in July 2005, the Company was notified by the City of Chicago that it had withdrawn its prior assessment and that no additional tax liability was due.

C. Ford City Incident

On January 12, 2005, an explosion occurred in an underground tunnel beneath a shopping mall parking lot in Chicago. Peoples Gas' facilities were in close proximity to the explosion. The cause of the explosion is not known at this time. Peoples Gas has no knowledge of fatalities or life-threatening injuries. There was property damage to the parking lot, vehicles in the parking lot and several mall stores. The mall was closed until January 17, 2005. The Company has received two lawsuits involving four plaintiffs and notice that seven additional suits may be filed involving ten potential plaintiffs. Peoples Gas has received business interruption claims from three mall businesses and two businesses located near the mall. At this time, the Company cannot predict the outcome of any pending or potential litigation. Based on the nature and extent of the known damages, management

- 28 -



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Notes to Consolidated Financial Statements (Unaudited)

believes that insurance will cover the liability, if any, above Peoples Gas' self-insured retention amount and, accordingly, does not expect that this incident will have a material adverse affect on the financial position or results of operation of the Company or Peoples Gas.

9: COMPREHENSIVE INCOME

Comprehensive income is the total of net income and all other nonowner changes in equity. Comprehensive income recorded includes net income plus the effect of unrealized hedge gains or losses on derivative instruments and the effect of the minimum pension liability adjustment. Total comprehensive income for the Company is summarized below.

|                                              |  | Three Months Ended |  | Nine Months Ended
|--------------------------------------------- |  | ------------------ |  | -----------------
|                                              |  | June 30,           |  | June 30,         
|(In Thousands)                                |  | 2005               |  | 2004             
|Comprehensive income                          |  |                    |  |                  
|Net income                                    |  | $    6,799         |  | $    5,623       
|Other comprehensive income (loss), net of tax |  |                    |  |                  
|Minimum pension liability adjustment          |  | -                  |  | -                
|Unrealized hedge gain or (loss)               |  | 10,018             |  | (4,885)          
|                                              |  |                    |  |                  
|Total comprehensive income                    |  | $  16,817          |  | $       738      

10: RETIREMENT AND POSTRETIREMENT BENEFITS

The Company and its subsidiaries participate in two noncontributory defined benefit pension plans, the Retirement Plan and the Service Annuity System, covering substantially all employees. These plans provide pension benefits that generally are based on an employee's length of service, compensation during the five years preceding retirement and social security benefits. Employees who began participation in the Retirement Plan July 1, 2001 and thereafter will have their benefits determined based on their compensation during the five years preceding termination of employment and an aged-based percentage credited to them for each year of their participation. The Company and its subsidiaries make contributions to the plans based upon actuarial determinations and in consideration of tax regulations and funding requirements under federal law. The Company also has a non-qualified pension plan (Supplemental Plan) that provides certain employees with pension benefits in excess of qualified plan limits imposed by federal tax law. Effective October 1, 2004, the Company began including amounts related to deferred compensation in the calculation of supplemental pension expense. Retiring employees have the option of receiving retirement benefits in the form of an annuity or a lump sum payment.

The Company follows the procedures specified in SFAS No. 88 "Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits" (SFAS No. 88) to account for unrecognized gains and losses related to the settlement of its pension plans' Projected Benefit Obligations (PBO). During the nine months of fiscal 2005, as in past fiscal periods, a portion of each plans' PBO was settled by the payment of lump sum benefits, resulting in a settlement cost (credit) under SFAS No. 88 for the Retirement Plan, Service Annuity System and Supplemental Plan.

In addition, the Company and its subsidiaries currently provide certain contributory health care and life insurance benefits for retired employees. Substantially all employees may become eligible for such benefit coverage if they reach retirement age while working for the Company. These plans, like the pension plans, are funded based upon actuarial determinations, consideration of tax regulations and the Company's funding policy. The Company accrues the expected costs of such benefits over the service lives of all employees.

- 29 -



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Notes to Consolidated Financial Statements (Unaudited)

For the three- and nine-month periods ending June 30, 2005 the Company contributed $29.0 million and $31.3 million, respectively, to its pension plans. The Company does not expect to make additional contributions to its pension plans or to its other post-retirement plans for the remainder of fiscal 2005.

Net pension benefit cost and net postretirement benefit cost (before consideration of capitalized costs) for all plans include the following components:

|                                                                          |  |  |                  |  |            |  | Other Postretirement
|------------------------------------------------------------------------- |  |  | ---------------- |  | ---------- |  | --------------------
|Three Months Ended June 30,                                               |  |  | Pension Benefits |  | Benefits  
|(In Millions)                                                             |  |  | 2005             |  | 2004       |  | 2005                
|Service cost                                                              |  |  | $      4.0       |  | $      4.5 |  | $      2.1          
|Interest cost                                                             |  |  | 6.8              |  | 6.9        |  | 2.0                 
|Expected return on plan assets (gain)                                     |  |  | (10.8)           |  | (11.7)     |  | (0.8)               
|Amortization of:                                                          |  |  |                  |  |            |  |                     
|Net transition (asset) obligation                                         |  |  | (0.2)            |  | (0.3)      |  | 0.4                 
|Prior service costs                                                       |  |  | 0.7              |  | 0.8        |  | -                   
|Net (gain) loss                                                           |  |  | 0.5              |  | 0.4        |  | 0.4                 
|Net periodic benefit cost (credit)                                        |  |  | 1.0              |  | 0.6        |  | 4.1                 
|                                                                          |  |  |                  |  |            |  |                     
|Effect of lump sum settlements upon retirement-restructuring (See Note 4) |  |  | 0.2              |  | -          |  | -                   
|Effect of lump sum settlements upon retirement-other                      |  |  | 1.5              |  | 2.3        |  | -                   
|Cumulative recognition of pension expense on deferred compensation        |  |  | 2.2              |  | -          |  | -                   
|Net benefit cost (credit)                                                 |  |  | $      4.9       |  | $      2.9 |  | $      4.1          
|                                                                          |  |  |                  |  |            |  |                     
|                                                                          |  |  |                  |  |            |  | Other Postretirement
|Nine Months Ended June 30,                                                |  |  | Pension Benefits |  | Benefits  
|(In Millions)                                                             |  |  | 2005             |  | 2004       |  | 2005                
|Service cost                                                              |  |  | $    11.9        |  | $    13.5  |  | $      4.7          
|Interest cost                                                             |  |  | 20.4             |  | 20.7       |  | 6.4                 
|Expected return on plan assets (gain)                                     |  |  | (32.3)           |  | (35.1)     |  | (2.5)               
|Amortization of:                                                          |  |  |                  |  |            |  |                     
|Net transition (asset) obligation                                         |  |  | (0.6)            |  | (0.9)      |  | 1.5                 
|Prior service costs                                                       |  |  | 2.1              |  | 2.4        |  | -                   
|Net (gain) loss                                                           |  |  | 1.5              |  | 1.2        |  | 1.3                 
|Net periodic benefit cost (credit)                                        |  |  | 3.0              |  | 1.8        |  | 11.4                
|                                                                          |  |  |                  |  |            |  |                     
|Effect of lump sum settlements upon retirement-restructuring (See Note 4) |  |  | 10.4             |  | -          |  | -                   
|Effect of lump sum settlements upon retirement-other                      |  |  | 4.5              |  | 6.9        |  | -                   
|Curtailment cost-restructuring (See Note 4)                               |  |  | 5.1              |  | -          |  | 0.4                 
|Cumulative recognition of pension expense on deferred compensation        |  |  | 2.2              |  |            |  |                     
|Net benefit cost (credit)                                                 |  |  | $    25.2        |  | $      8.7 |  | $    11.8           
|                                                                          |  |  |                  |  |            |  |                     
|                                                                          |  |  |                  |  |            |  |                     
|                                                                          |  |  |                  |  |            |  | Other Postretirement
|As of June 30,                                                            |  |  | Pension Benefits |  | Benefits  
|(In Millions)                                                             |  |  | 2005             |  | 2004       |  | 2005                
|Amounts recognized in the Company's consolidated                          |  |  |                  |  |            |  |                     
|balance sheets consist of:                                                |  |  |                  |  |            |  |                     
|Prepaid pension cost                                                      |  |  | $  151.2         |  | $  146.5   |  | $         -         
|Accrued benefit cost                                                      |  |  | (33.2)           |  | (43.8)     |  | (52.6)              
|Intangible asset                                                          |  |  | 22.9             |  | 30.5       |  | -                   
|Accumulated other comprehensive income                                    |  |  | 35.7             |  | 39.7       |  | -                   
|Net amount recognized                                                     |  |  | $  176.6         |  | $  172.9   |  | $   (52.6)          
|                                                                          |  |  |                  |  |            |  |                     

- 30 -



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Notes to Consolidated Financial Statements (Unaudited)

On December 8, 2003, the president signed the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act) into law. The Act introduces a prescription drug benefit under Medicare (Medicare Part D) as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. Detailed regulations needed to implement the Act were issued in January of 2005 and the Company has recently concluded that the benefits provided by the Plan are actuarially equivalent to Medicare Part D under the Act. In accordance with FSP FAS 106-2, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003" (the FSP), the Company has accounted for the subsidy as an actuarial experience gain reducing the Company's net periodic benefit cost and Accumulated Postretirement Benefit Obligation (APBO). The impact of the Act on the Company's postretirement benefit plan is considered a significant event and a remeasurement of plan assets and obligations was performed as of February 28, 2005. Amortization of the actuarial gain, before consideration of capitalized costs, resulted in a $0.4 million reduction in net periodic benefit cost for the third quarter of fiscal 2005 and is expected to result in a $1.4 million reduction for all of fiscal 2005.



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

EXECUTIVE SUMMARY

The tables and discussion below summarize third quarter and fiscal year-to-date highlights as reported in accordance with generally accepted accounting principles (GAAP) and on a non-GAAP basis before the effects of the Company's fiscal year 2004 organizational restructuring:

|                                    |  | Three Months Ended June 30,
|----------------------------------- |  | ---------------------------
|                                    |  | Ongoing - Before           
|                                    |  | Restructuring              
|                                    |  | (non-GAAP)                 
|(In Thousands)                      |  | 2005                       
|Operating Income (Loss)             |  | $   23,171                 
|Net Income (Loss)                   |  | $     6,831                
|Net Income (Loss) per diluted share |  | $       0.18               
|                                    |  |                            
|                                    |  | Nine Months Ended June 30, 
|                                    |  | Ongoing - Before           
|                                    |  | Restructuring              
|                                    |  | (non-GAAP)                 
|(In Thousands)                      |  | 2005                       
|Operating Income (Loss)             |  | $ 173,492                  
|Net Income (Loss)                   |  | $   88,410                 
|Net Income (Loss) per diluted share |  | $       2.32               

Management believes that ongoing net income (non-GAAP) and ongoing operating income (non-GAAP) are useful for year over year comparisons since restructuring costs of this magnitude are infrequent and affect the comparability of operating results. Ongoing net income and ongoing operating income are used internally to measure performance against budget and in reports for management and the Board of Directors.

Notable items for the third quarter and year-to-date periods of fiscal 2005 include the following -

- Ongoing operating income in total for both the quarter and year-to-date periods increased despite the impact of warmer weather on Gas Distribution segment income compared to the year-ago periods. Operating income for the third quarter increased at each of the Company's segments with the exception of Oil and Gas Production.
- Oil and Gas Production volumes were down approximately 13% for both the quarter and year-to-date periods compared to a year ago, as the Company's drilling program continued to be hampered by well performance issues, rig availability, and other timing delays.
- Weather on a year-to-date basis was 8% warmer than normal and 3% warmer than a year ago, negatively impacting earnings by approximately $0.04 compared to the year-ago period, net of weather insurance recoveries.
- Weather normalized deliveries in the Gas Distribution segment were down approximately 3% on a year-to-date basis compared to last year, reflecting ongoing conservation measures by utility customers.
- Labor-related savings associated with the Company's 2004 organizational restructuring continued to exceed expectations in the third quarter, and savings for the full year are now expected to total approximately $18 million versus an original estimate of $15 million. Most of these savings will occur in the Gas Distribution and Corporate segments.
- As previously disclosed, Gas Distribution segment results for the quarter and year-to-date periods also benefited (approximately $5 million impact in both periods) from lower depreciation expense due to approval by the Illinois Commerce Commission in April of new depreciation rates that reflect longer useful lives on utility plant (the "Commission Depreciation Order"). The new rates are expected to lower fiscal year 2005 depreciation expense by $6.6 million compared to the previous rates in effect.

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

- Quarter and year-to-date results were negatively impacted by $0.06 and $0.11 per share, respectively, compared to the year-ago periods, due to higher effective tax rates. For the 2005 year-to-date period, the effective income tax rate of 36% is in line with expectations and up from last year's 33% rate, which benefited from several tax expense adjustments.

Oil and Gas Production volumes have not rebounded as anticipated and as a result, fiscal 2005 operating income for the Oil and Gas Production segment will be significantly lower than last year's results. However, the Company is working to conclude the sale of several non-strategic properties and investments in the fourth quarter, which are expected to mostly offset the Oil and Gas Production income shortfalls. As a result, the Company continues to estimate that fiscal 2005 earnings will be at the low end of our previously communicated range of $2.30 to $2.45 per share (or $2.55 to $2.70 on an ongoing, non-GAAP basis, which excludes the effects of the restructuring charge). (See Item 2-MD&A-Forward-Looking Information.)

Looking ahead to fiscal 2006, large increases in pension costs, coupled with the ongoing negative effects of high gas prices on customer demand and bad debt expense, will likely make 2006 a difficult year for the Gas Distribution segment. Peoples Gas and North Shore Gas are evaluating the need to file a general rate case in fiscal 2006. The impact of any approved rate or rate design changes would not be effective until fiscal 2007.

RESULTS OF OPERATIONS

Income Statement Variations

The Company's revenues and cost of energy sold increased $54.8 million and $56.7 million, respectively, for the three-month period ended June 30, 2005 compared to the same year ago period, and increased $287.2 million and $280.3 million, respectively, for the nine-month period. The increases in both periods are due to higher realized commodity prices in the Gas Distribution segment and increased sales volumes in the Midstream Services and Retail Energy Services segments, partially offset by decreases in Gas Distribution deliveries (7% and 5%, respectively) resulting from warmer weather and ongoing conservation measures by utility customers. In addition, average daily production volumes at the Oil and Gas Production segment were down 13% for both the quarter and nine months ended June 30, 2005.

The Company recorded in the three- and nine-month periods ended June 30, 2005, $0.1 million and $13.2 million, respectively, in pension-related charges resulting from its organizational restructuring commenced last fall (as described in Note 4 of the Notes to the Consolidated Financial Statements).

Utility environmental costs increased $1.5 million and $12.6 million for the three- and nine-month periods ended June 30, 2005, respectively, and relate to investigation and remediation activities at multiple sites that formerly had operations for gas manufacturing and the storage of manufactured gas (see Note 6 of the Notes to Consolidated Financial Statement for further discussion). These costs are recovered through the utilities' rate mechanism and a like amount is included in revenues, therefore these costs do not affect operating income.

Operation and maintenance expense for the three- and nine-month periods ended June 30, 2005, excluding the above mentioned environmental costs and restructuring-related pension charges, decreased $7.1 million (9%) and $11.3 million (4%), respectively. Significant items to note in the three- and nine-month periods ended June 30, 2005, compared to the corresponding prior year periods were:

- Decreased direct labor costs at Corporate and the Gas Distribution segment of $2.0 million and $12.1 million, as a result of the organization restructuring;
- Exploration costs in the Oil and Gas Production segment decreased $3.9 million and $5.0 million, reflecting a significant dry hole expense recognized in the third quarter of fiscal 2004;
- Lease operating expense in the Oil and Gas Production segment increased $0.3 million and $3.4 million, primarily as a result of a general increase in the cost of goods and services.

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

Depreciation, depletion and amortization for the three- and nine-month periods decreased $5.7 million and $6.3 million, respectively, mainly resulting from the $5.0 million impact of the Commission Depreciation Order issued in the third quarter. The impact of the depreciation change on the results of fiscal 2005 is cumulative since October 1, 2004, the effective date of the Commission Depreciation Order.

Taxes, other than income taxes, for the three- and nine-month periods increased $1.9 million and $12.0 million, respectively, primarily due to higher revenue taxes in the Gas Distribution segment.

Equity investment income for the three- and nine-month periods decreased $0.8 million and increased $2.1 million, respectively. The decrease in the three-month period was due, in part, to reduced operating income from the EnerVest Partnership resulting from its sale of certain properties in December 2004. The increase in the nine-month period was due to results at the Power Generation segment's Elwood Energy LLC (Elwood) facility, which included the Company's portion ($2.2 million) of a reduction in prior period depreciation expense on generating equipment.

Interest expense for the three- and nine-month periods increased $0.8 million and $1.5 million, respectively, due to higher interest rates.

Income tax expense for the three- and nine-month periods increased $4.8 million and decreased $0.7 million, respectively. Results for both periods of fiscal 2005 were negatively impacted by higher effective tax rates. For the 2005 year-to-date period, the effective income tax rate was 36%, up from last year's 33% rate, which benefited from several tax expense adjustments.



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

Segment Discussion

The table below summarizes third quarter and fiscal year-to-date operating results for Peoples Energy's business segments and provides a reconciliation of GAAP and Non-GAAP operating income. See Item 2 - MD&A - Executive Summary for a discussion of management's use of non-GAAP financial measures.

|                              |  | Three Months Ended June 30,
|----------------------------- |  | ---------------------------
|                              |  | Before                     
|                              |  | Restructuring              
|(In Thousands)                |  | (non-GAAP)                 
|Operating Income (Loss)       |  | 2005                       
|Gas Distribution              |  | $  16,320                  
|Oil and Gas Production        |  | 5,854                      
|Power Generation              |  | 3,269                      
|Midstream Services            |  | 1,170                      
|Retail Energy Services        |  | 1,302                      
|Corporate and Other           |  | (4,744)                    
|Total Operating Income (Loss) |  | $  23,171                  
|                              |  |                            
|                              |  |                            
|                              |  | Nine Months Ended June 30, 
|                              |  | Before                     
|                              |  | Restructuring              
|(In Thousands)                |  | (non-GAAP)                 
|Operating Income (Loss)       |  | 2005                       
|Gas Distribution              |  | $ 138,399                  
|Oil and Gas Production        |  | 19,622                     
|Power Generation              |  | 4,536                      
|Midstream Services            |  | 8,211                      
|Retail Energy Services        |  | 13,764                     
|Corporate and Other           |  | (11,040)                   
|Total Operating Income (Loss) |  | $ 173,492                  

The Company's financial results and applicable operating statistics by segment are discussed in this section.



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

Gas Distribution Segment. The following table summarizes revenue, deliveries and other statistics for the Gas Distribution segment.

|Gas Distribution Statistics            
|---------------------------------------
|                                       
|                                       
|Margin Data                            
|(In Thousands)                         
|Gas Distribution revenues:             
|Sales                                  
|Residential                            
|Commercial                             
|Industrial                             
|Total sales                            
|                                       
|Transportation                         
|Residential                            
|Commercial                             
|Industrial                             
|Contract pooling                       
|Total transportation                   
|Other Gas Distribution revenues(3)     
|Total Gas Distribution revenues        
|Less:  Gas costs                       
|Gross margin (1)                       
|Less:  Revenue taxes and surcharges    
|Environmental costs recovered          
|Net margin (1)                         
|                                       
|Gas Distribution deliveries (MDth):    
|Gas sales                              
|Residential                            
|Commercial                             
|Industrial                             
|Total gas sales                        
|                                       
|Transportation                         
|Residential                            
|Commercial                             
|Industrial                             
|Total transportation                   
|Total Gas Distribution deliveries      
|                                       
|Gross margin per Dth delivered         
|Net margin per Dth delivered           
|Average cost per Dth of gas sold       
|                                       
|Actual heating degree days (HDD)       
|Normal heating degree days(2)          
|Actual heating degree days as a percent
|of normal (actual/normal)              

(1) As used above, net margin is not a financial measure computed under GAAP. Gross margin is the GAAP measure most closely related to net margin. Management believes net margin to be useful in understanding the Gas Distribution segment's operations because the utility subsidiaries are allowed, under their tariffs, to recover gas costs, revenue taxes and environmental costs from their customers on a dollar-for-dollar basis.

(2) Normal heating degree days are based on a 30-year average of monthly temperatures at Chicago's O'Hare Airport for the years 1970-1999. The difference between the fiscal 2005 and 2004 third quarter normal degree days is caused by a shift of one heating season day from the third quarter to the second quarter due to leap year in 2004.

(3) Includes accruals for weather insurance recoveries.

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

Revenues for the Gas Distribution segment for the three- and nine-month periods ended June 30, 2005 increased $23.2 million and $170.4 million, respectively, compared to the year ago periods, primarily due to the impact on revenues of higher commodity prices ($25.0 million and $203.0 million) that are recovered on a dollar for dollar basis. Partially offsetting this effect were decreases in deliveries due primarily to warmer weather ($3.5 million and $29.0 million, respectively). Weather for the three- and nine-month periods ended June 30, 2005, was 4% and 3% warmer, respectively, compared to the year ago periods.

Operating income for the three- and nine-month periods ended June 30, 2005 increased $5.1 million (45%) and decreased $3.6 million (3%), respectively, compared with the same year ago periods. The increase for the three- month period is due to weather insurance accruals ($1.1 million), decreased labor costs related to the organizational restructuring ($1.2 million) and reduced depreciation expense ($5.3 million) primarily as a result of the Commission Depreciation Order. Partially offsetting these increases are the combined negative effects ($1.0 million) of warmer weather and lower weather-normalized deliveries as well as lower gains on property sales ($1.3 million). The decrease in the nine-month period was due to the effects of warmer weather ($4.6 million), lower weather-normalized deliveries ($5.7 million), higher non-labor expenses (primarily outside services, insurance, pension and taxes other than income taxes) and lower gains on property sales ($1.4 million). Partially offsetting these negative variations are weather insurance accruals ($2.0 million), decreased labor costs related to the organizational restructuring ($7.5 million) and reduced depreciation expense ($5.1 million), primarily as a result of the Commission Depreciation Order.

The Company lowered its bad debt provision rate from 2.5% of revenues in 2004 to 2.2% in 2005 based on improved experience and credit and collection results. As a result, bad debt expense on a year-to date basis is essentially flat with last year despite higher distribution revenues resulting from increased natural gas prices. Overall, Peoples Gas and North Shore Gas believe their reserves for uncollectible accounts are adequate given what is known at this time. The reserves for uncollectible accounts remain estimates and could require future adjustments. The following table summarizes customer receivable statistics for Peoples Gas and North Shore Gas combined.

|                                     |  | Gas Distribution           
|------------------------------------ |  | ---------------------------
|                                     |  | Accounts Receivable Balance
|                                     |  | At June 30,                
|(Dollars in Millions)                |  | 2005                       
|Current                              |  | $          85.3            
|30-89 days                           |  | 71.0                       
|90-149 days                          |  | 46.4                       
|                                     |  |                            
|150 days - active                    |  | 12.0                       
|150 days - terminated                |  | 18.4                       
|Total 150 days                       |  | 30.4                       
|                                     |  |                            
|Accounts receivable                  |  | $        233.1             
|                                     |  |                            
|Reserve balance                      |  | $          35.2            
|Reserve to accounts receivable ratio |  | 15.1%                      
|Reserve to 90 days +                 |  | 45.8%                      
|Days sales outstanding               |  | 51.9                       

Oil and Gas Production Segment. Revenues for the three- and nine-month periods ended June 30, 2005 decreased $5.1 million and $11.7 million, respectively, compared with the same periods last year. Operating income for the three- and nine-month periods decreased $1.5 million (21%) and $11.7 million (37%), respectively, compared with the year ago periods. The decreases in revenue and operating income are due mainly to lower production volumes. On an equivalent basis, average daily production volumes fell 13% compared to the prior year three- and nine-month periods due to well performance, rig availability, and other timing delays. For

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

the three- and nine-month periods ended June 30, 2005, increases in lease operating expenses ($0.3 million and $3.4 million, respectively) and lower equity investment income from the Company's investment in EnerVest Energy, L.P. (EnerVest) (decreases of $1.6 million and $1.8 million, respectively) reduced operating income. Higher production taxes (associated with higher wellhead gas prices) and administrative costs also reduced operating income for the nine-month period. These negative impacts on operating income were partially offset by lower DD&A expense, lower exploration expense and a gain on the sale of producing properties in the three- and nine-month periods ended June 30, 2005 compared to the same year ago periods.

The following table summarizes hedges in place for the remainder of fiscal 2005 and 2006 for the Oil and Gas Production segment as of July 1, 2005 (date of information used in the Company's earnings release). Hedges in place are net of approximately 155,000 MMbtu of open gas swaps and 22 Mbl of open oil swaps that are excluded as a result of hedge dedesignation. These swaps have been dedesignated as hedges due to higher than anticipated hedge percentages relative to current production estimates.



|                                                           |  | Remaining   |  |            
|---------------------------------------------------------- |  | ----------- |  | -----------
|                                                           |  | Fiscal 2005 |  | Fiscal 2006
|Gas hedges in place (MMbtus)                               |  | 5,811,000   |  | 17,055,000 
|Gas hedges as a percent of estimated fiscal production (1) |  | 85-95%      |  | 70-75%     
|Percent of gas hedges that are swaps                       |  | 41%         |  | 63%        
|Average swap price ($/MMbtu)                               |  | $ 4.41      |  | $ 5.02     
|Percent of gas hedges that are no cost collars             |  | 59%         |  | 37%        
|Weighted average floor price ($/MMbtu)                     |  | $ 4.75      |  | $ 4.34     
|Weighted average ceiling price ($/MMbtu)                   |  | $ 5.45      |  | $ 5.56     
|Oil hedges in place (MBbls)                                |  | 93          |  | 365        
|Oil hedges as a percent of estimated fiscal production (1) |  | 85-95%      |  | 80-85%     
|Average hedge price ($/Bbl)                                |  | $ 26.62     |  | $ 28.26    

(1) Based on expected production for fiscal 2005 and assumes fiscal 2006 production is flat with fiscal 2005 levels.



Net realized commodity prices fell 4% in the third quarter and were up about 1% on a year-to-date basis compared to a year ago, as production shortfalls resulted in higher than planned hedge percentages. The following table summarizes operating statistics from the Oil and Gas Production segment.



|                                                          | Three Months EndedJune 30, |  | Nine Months EndedJune 30,
|--------------------------------------------------------- | -------------------------- |  | -------------------------
|                                                          | 2005                       |  | 2004                     
|Total production - gas equivalent (MMcfe)(1)              | 5,792                      |  | 6,649                    
|Daily average gas production (MMcfd)                      | 57.1                       |  | 64.2                     
|Daily average oil production (MBd)                        | 1.1                        |  | 1.5                      
|Daily average production - gas equivalent (MMcfed)(1)     | 63.7                       |  | 73.1                     
|Gas production as a percentage of total production        | 90                         |  | 88                       
|Percent of production hedged during the period - gas(3)   | 103                        |  | 102                      
|Percent of production hedged during the period - oil(3)   | 115                        |  | 83                       
|Net realized gas price received ($/Mcf)                   | $ 4.47                     |  | $ 4.60                   
|Net realized oil price received ($/Bbl)                   | $ 22.18                    |  | $ 27.19                  
|Depreciation, depletion and amortization rate ($/Mcfe)(2) | $ 1.88                     |  | $ 1.72                   
|Average lease operating expense ($/Mcfe)                  | $ 0.72                     |  | $ 0.58                   
|Average production taxes ($/Mcfe)                         | $ 0.45                     |  | $ 0.43                   

(1) Oil production is converted to gas equivalents based on a conversion of six Mcf of gas per barrel of oil.

(2) 2005 increase due to creation of additional DD&A pools and production mix and the addition of unproved capital and costs associated with the development of unproved reserves.

(3) Due to higher than anticipated hedge percentages, a small amount of open hedges have been dedesignated, reflecting current production estimates.

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

Power Generation Segment. Operating income totaled $3.3 million and $4.5 million on a quarter and year-to-date basis, respectively, improvements of $1.6 million and $5.5 million from the year-ago periods. The increases largely result from the impact of lower depreciation expense on equity investment income for the Elwood generation facility. In connection with its fiscal 2004 year-end audit, the Elwood partnership determined that depreciation expense related to current and prior periods should be adjusted, primarily to recognize greater salvage value of its generating equipment. This adjustment positively impacted year-to-date results by $3.3 million, of which $2.2 million related to prior periods.

This segment is engaged in the development of power generation sites. The costs of activities related to these sites are either expensed as incurred or are capitalized as specific site development assets, as appropriate. At June 30, 2005, $10.4 million related to this activity was capitalized or deferred as investments.

The electric capacity of Elwood has been sold through long-term contracts with Exelon Generation Company, LLC (Exelon), Engage Energy America LLC (Engage) and Aquila, Inc. (Aquila). Effective December 31, 2004, the contract with Engage terminated and the related electric capacity is being purchased by Exelon. In August 2004, Standard & Poor's Rating Services (S&P) upgraded Aquila's senior unsecured debt rating to B-. In September 2004, Moody's Investor Services (Moody's) upgraded Aquila's senior unsecured debt rating to B2 with a stable outlook. S&P and Moody's ratings on Elwood's bonds remain at B+ with a negative outlook and Ba2 with a stable outlook, respectively. As a result of earlier downgrading in Aquila's credit ratings, Aquila provided Elwood with security in the form of letters of credit and a cash escrow equal to one year of capacity payments of approximately $37.6 million. The letters of credit and the cash escrow agreement expire in March of 2006. In the event Aquila does not fulfill its payment obligations or terminates its power sales agreements (PSAs) and Elwood cannot make adequate alternate arrangements, Elwood could suffer a revenue shortfall or an increase in its costs that could adversely affect the ability of Elwood to fully perform its obligations under the indenture related to its outstanding bonds. If Elwood is adversely affected by the failure of Aquila to make payments under its PSAs, the Company may receive substantially reduced or no investment income from Elwood. At this time, the Company cannot determine whether or to what extent Aquila's failure to pay Elwood would result in a material adverse effect on the Company.

Midstream Services Segment. Revenues for the three- and nine-month periods ended June 30, 2005 increased $27.5 million and $107.5 million, respectively, compared to the year-ago periods due to higher commodity prices and increased wholesale and hub volumes. Operating income for the three- and nine-month periods increased $0.3 million and $0.6 million, respectively, compared with the year-ago periods. The increases primarily reflect higher hub revenues. The following table summarizes operating statistics for the Midstream Services segment.



|                              | Three Months Ended
     June 30, |  | Nine Months Ended
     June 30,
|----------------------------- | -------------------------------- |  | -------------------------------
|                              | 2005                             |  | 2004                           
|Wholesale volumes sold (MDth) | 15,663                           |  | 13,164                         
|Hub volumes delivered (MDth)  | 3,050                            |  | 3,227                          
|Number of hub customers       | 19                               |  | 17                             

Retail Energy Services Segment. Revenues for the three- and nine-month periods ended June 30, 2005 increased $6.2 million and $64.5 million, respectively, compared with the year-ago periods primarily due to higher gas prices and higher gas and electric volumes. Operating income increased by $0.5 million and $5.0 million (56%) in the third quarter and fiscal year-to-date, respectively. The improvement for the three-month period was primarily due to reduced operating costs. The increase in the nine-month period was driven by higher gas margins, higher gas and electric volumes delivered and lower operating costs. Relevant operating statistics are summarized in the following table.

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



|                                 | Three Months Ended
      June 30, |  | Nine Months Ended
      June 30,
|-------------------------------- | --------------------------------- |  | --------------------------------
|(In Thousands, Except Customers) | 2005                              |  | 2004                            
|Gas sales sendout (Dth)          | 8,532                             |  | 8,525                           
|Number of gas customers          | 23,721                            |  | 23,703                          
|Electric sales sendout (Mwh)     | 335                               |  | 267                             
|Number of electric customers     | 2,177                             |  | 1,794                           

Critical Accounting Policies

See the Management's Discussion and Analysis of Results of Operations and Financial Condition (MD&A) in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2004 for a detailed discussion of the Company's critical accounting policies. These policies include Regulated Operations, Environmental Activities Relating to Former Manufactured Gas Operations, Retirement and Postretirement Benefits, Derivative Instruments and Hedging Activities, and Provision for Uncollectible Accounts.

New Accounting Standards

On December 16, 2004, the FASB issued Statement No. 123 (revised 2004), "Share-based Payment" (SFAS 123 (R)), that will require compensation costs related to share-based payment transactions to be recognized in the financial statements. With limited exceptions, the amount of compensation cost will be measured based on the grant-date fair value of the equity or liability instrument issued. In addition, liability awards will be remeasured each reporting period. Compensation cost will be recognized over the period that the employee provides service in exchange for the award. SFAS 123 (R) replaces SFAS No. 123, "Accounting for Stock-Based Compensation" and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees". SFAS 123 (R) is effective as of the first annual reporting period that begins after June 15, 2005. In addition, the SEC issued Staff Accounting Bulletin 107 (SAB 107) on March 29, 2005, to provide public companies with additional guidance in applying the provisions of SFAS 123 (R). The Company is evaluating the impact of SFAS 123 (R) and SAB 107 on accounting for its compensation plans, but does not expect either to significantly affect the Company's financial condition or results of operations.

On March 30, 2005, the FASB issued FASB FIN 47, "Accounting for Conditional Asset Retirement Obligations" (FIN 47). FIN 47 states that the term conditional asset retirement obligation refers to an unconditional, legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are uncertain and conditional on a future event. If sufficient information exists for fair value measurement of the obligation, FIN 47 requires the entity to recognize a liability when incurred. The Company will adopt FIN 47 in the first quarter of fiscal 2006 and is still evaluating whether the requirements of FIN 47 will have a significant effect on the financial condition or results of operations of the Company.

LIQUIDITY AND CAPITAL RESOURCES

The following is a summary of cash flows for the Company:



|                                                    | Nine Months Ended
      June 30,
|--------------------------------------------------- | --------------------------------
|(In Thousands)                                      | 2005                            
|Net cash provided by (used in) operating activities | $ 285,897                       
|Net cash provided by (used in) investing activities | $ (142,523)                     
|Net cash provided by (used in) financing activities | $ (86,163)                      

Cash provided by operating activities increased for the nine months ended June 30, 2005 as compared to the nine months ended June 30, 2004, primarily due to favorable net changes in working capital. Net cash used in investing activities increased in 2004 due primarily to increases in short-term and other investments, partially

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

offset by a decline in capital spending. Capital spending in the fiscal 2004 period included approximately $35 million in acquisitions of certain oil and gas properties located in Texas. The net cash used in financing activities increased in 2005 primarily as a result of lower amounts of common stock issued under both the continuous equity offering program and the Long-Term Incentive Compensation Plan in fiscal 2005 compared to fiscal 2004.

See the Consolidated Statements of Cash Flows and the discussion of major balance sheet variations for more detail.

Balance Sheet Variations

Total assets at June 30, 2005 increased $107.2 million as compared to September 30, 2004 primarily due to the higher seasonal levels in cash and cash equivalents, short-term investments and customer accounts receivable for the Gas Distribution segment, driven in part by higher billed commodity prices. These items were offset, in part, by lower seasonal levels of gas in storage at the Gas Distribution segment and decreases in other current assets, primarily derivative financial instruments. The Company's noncurrent regulatory assets and deferred credits and other liabilities also increased, primarily due to higher liability accruals of certain utility environmental costs that are also deferred as regulatory assets recoverable under utility tariffs. The Company's increase in current liabilities was driven primarily by seasonal increases in the gas inventory replenishment liability (temporary LIFO liquidation credit) and accounts payable. These items were partially offset by a decline in commercial paper. Contributing to the Company's capitalization increase were primarily fiscal year-to-date earnings and common stock issued through its Direct Purchase and Investment and Long-Term Incentive Compensation plans.

Total assets at June 30, 2005 increased $147.0 million compared to June 30, 2004 primarily as a result of increases in short-term investments, gas in storage at the Midstream Services and Retail Services segments and capital investments in utility plant and oil and gas properties. The Company's noncurrent regulatory assets and deferred credits and other liabilities also increased, primarily due to higher liability accruals of certain utility environmental costs that are also deferred as regulatory assets recoverable under utility tariffs. The Company's current liabilities increased due to increases in the gas inventory replenishment liability (temporary LIFO liquidation credit) driven by higher commodity prices, and increases in accrued taxes and derivative financial instruments. The Company's capitalization increased due to common stock issued primarily through its Direct Purchase and Investment and Long-Term Incentive Compensation plans.

Changes in Debt Securities

As part of its continuing program to reduce long-term financing costs and manage interest rate risk, in January of 2005, Peoples Gas entered into agreements to issue $50 million principal amount of Series RR first mortgage bonds due June 1, 2035 in connection with a tax-exempt municipal financing through the Illinois Finance Authority. The bonds were issued on June 1, 2005 and are in Term Rate mode at a rate of 4.30% until June 1, 2016. Proceeds from the issuance of the Series RR bonds were used to redeem $50 million principal amount of its Series FF first mortgage bonds at a price of 102% of principal, plus accrued interest.

On July 12, 2005, Peoples Gas entered into a 5-year syndicated revolving credit agreement with eleven financial institutions that provides backup for Peoples Gas' seasonal commercial paper borrowing program. The maximum amount that may be borrowed under the credit agreement is $250 million. This replaces the previous $200 million credit facility that was scheduled to expire in August 2005.

Financial Sources

In addition to cash generated internally by operations, as of June 30, 2005, the Company had committed credit facilities of $425 million (Peoples Energy, $225 million; Peoples Gas, $200 million). These various facilities primarily support the Company's ability to borrow using commercial paper. As of June 30, 2005, $209.8 million of Peoples Energy's and all of Peoples Gas' facilities were available. The Peoples Energy credit facility expires in March 2007 and is expected to be renewed. North Shore Gas intends to meet its future short-term borrowing requirements through loans from Peoples Energy or Peoples Gas.

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

The Company's and Peoples Gas' credit facilities contain debt triggers that permit the lenders to terminate the credit commitments to the borrowing company and declare any outstanding amounts due and payable if the borrowing company's debt-to-total capital ratio exceeds 65%. At June 30, 2005, the Company's ratio of total debt-to-total debt plus equity was 51%, compared to 50% a year ago. The current debt-to-total capital ratio for Peoples Gas is 44%.

In addition to the committed credit facilities discussed above, the Company has an uncommitted line of credit and letter of credit backup of $25.0 million, of which $21.6 million was unused as of June 30, 2005. Peoples Gas and North Shore Gas also have the authority to borrow up to $150.0 million and $50.0 million, respectively, from Peoples Energy. As of June 30, 2005, Peoples Gas and North Shore Gas had no loans outstanding from Peoples Energy.

Peoples Gas and North Shore Gas also have the ability to loan between themselves as utilities up to $50.0 million. As of June 30, 2005, no loans were outstanding between Peoples Gas and North Shore Gas.

The current credit ratings for the Company, Peoples Gas and North Shore Gas have not changed since the filing of the September 30, 2004 Annual Report on Form 10-K.

Changes in Equity Securities

The Company has filed a universal shelf registration statement on Form S-3 for the issuance from time to time of up to 1.5 million shares of common stock pursuant to a continuous equity offering in one or more negotiated transactions or "at-the-market" offerings. Since inception of this plan, the Company has issued 1,235,700 shares with proceeds, net of issuance costs, totaling $47.9 million. No shares have been issued subsequent to March 31, 2004. Common stock activity related to various Company plans is summarized in the table below.

|                                         |  | Three Months Ended |  | Nine Months Ended | 
|---------------------------------------- |  | ------------------ |  | ----------------- | 
|                                         |  | June 30, 2005      |  | June 30, 2005     | 
|(Dollars in Thousands)                   |  | Shares             |  | Dollars           | 
|Shares outstanding - beginning of period |  | 37,968,496         |  | $    390,283      | 
|Shares issued:                           |  |                    |  |                   | 
|Employee Stock Purchase Plan             |  | 6,304              |  | 242               | 
|Long-Term Incentive Compensation         |  |                    |  |                   | 
|Plan - net                               |  | 60,631             |  | 2,499             | 
|Directors Deferred Compensation Plan     |  | -                  |  | -                 | 
|Direct Purchase and Investment Plan      |  | 63,131             |  | 2,568             | 
|Total activity for the period            |  | 130,066            |  | 5,309             | 
|                                         |  |                    |  |                   | 
|Shares outstanding - end of period       |  | 38,098,562         |  | $    395,592      | 

Financial Uses

Capital Spending. In the nine-month period ended June 30, 2005, the Company spent $113.4 million on capital projects. The Gas Distribution segment spent $54.5 million on property, plant and equipment of which $48.8 million was spent by Peoples Gas and $5.7 million was spent by North Shore Gas. The majority of the remaining $58.9 million was spent by the Oil and Gas Production segment, which spent $56.7 million on drilling projects, acquisitions and the exploitation of existing assets. Management currently estimates that fiscal 2005 capital spending will total approximately $168 million, with about $78 million of expenditures estimated for the Oil and Gas Production segment and most of the remaining balance targeted for the Gas Distribution segment. In April 2005, the Oil and Gas Production segment acquired properties in South Texas for approximately $6 million that are expected to provide future drilling opportunities.

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

Dividends. On February 4, 2005, the Company's Board of Directors voted to raise the regular quarterly dividend on the Company's common stock from 54 cents per share to 54 1/2 cents per share. The first payment at this new level was made on April 15, 2005 to shareholders of record at the close of business on March 22, 2005.

Commitments, Contractual Obligations and Uncertainties

Off-balance Sheet Arrangements. Off-balance sheet debt at June 30, 2005 and 2004 consists of the Company's pro rata share of nonrecourse debt of various equity investments, including Trigen-Peoples District Energy Company (Trigen-Peoples) ($14.7 million and $15.1 million), EnerVest ($2.9 million and $2.5 million) and Elwood ($176.2 million and $184.0 million). The Company believes this off-balance sheet financing will not have a material effect on the Company's future financial condition. The Company also has commercial obligations of $52.9 million in guarantees and $11.5 million in letters of credit at June 30, 2005.

Contractual Obligations. Since the filing of the September 30, 2004 Annual Report on Form 10-K there have been no significant changes to contractual obligations with the exception of the following transactions. The Oil and Gas Production segment has entered into a long term drilling contract to drill wells in East Texas. The term of the contract is one year and the total commitment exceeds $4 million. The Midstream Services segment has entered into a 10-year agreement with a pipeline company for natural gas transportation services totaling $2 million per year. In July of 2005 the Company increased its maximum commitment to lend funds to Elwood under the working capital credit agreement from $5 million to $10 million. The primary term of the credit agreement ends in July 2006, but the agreement automatically extends for an additional year, and year to year thereafter, unless terminated by any party upon 30 day notice.

Environmental Matters. Peoples Gas and North Shore Gas are conducting environmental investigations and remedial work at certain sites that were the locations of former manufactured gas operations. (See Note 6A of the Notes to Consolidated Financial Statements.)

In 1994, North Shore Gas received a demand from a responsible party under CERCLA for environmental costs associated with the Denver Site. The demand alleged that North Shore Gas is a successor to the liability of a former entity that allegedly disposed of mineral processing wastes there between 1934 and 1941. (See Note 6B of the Notes to Consolidated Financial Statements.)

Gas Charge Reconciliation Proceedings and Related Matters. For each utility subsidiary, the Commission conducts annual proceedings regarding the reconciliation of revenues from the Gas Charge and related gas costs. In these proceedings, the accuracy of the reconciliation of revenues and costs is reviewed and the prudence of gas costs recovered through the Gas Charge is examined by interested parties. Proceedings regarding Peoples Gas and North Shore Gas for fiscal year 2004, 2003, 2002 and 2001 costs are currently pending before the Commission. In February 2004, a purported class action was filed against the Company and Peoples Gas by a Peoples Gas customer alleging, among other things, violation of the Illinois Consumer Fraud and Deceptive Business Practices Act related to matters at issue in Peoples Gas' gas reconciliation proceedings. On March 21, 2005, the AG and Chicago filed separate lawsuits against the Company and several of its subsidiaries alleging violations against its customers under certain state and city regulations, respectively. The Company has also received a subpoena from the U.S. Commodity Futures trading Commission. (See Note 7 of the Notes to Consolidated Financial Statements.)

Other Litigation. See Note 8 of the Notes to Consolidated Financial Statements for discussions regarding proceedings related to a municipal tax audit conducted by the City of Chicago, a royalty dispute involving the Oil and Gas Production segment and the Ford City incident.

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

Indenture Restrictions

North Shore Gas' indenture relating to its first mortgage bonds contains provisions and covenants restricting the payment of cash dividends and the purchase or redemption of capital stock. At June 30, 2005, such restrictions amounted to $6.9 million of North Shore Gas' total retained earnings of $84.3 million.

Peoples District Energy Corporation owns a 50% equity interest in Trigen-Peoples. The Construction and Term Loan Agreement between Trigen-Peoples and Prudential Insurance Company of America related to Trigen-Peoples' project financing prohibits any distribution that would result in the partners' total capital account in Trigen-Peoples being less than $7.0 million. At June 30, 2005, the partners' capital account was $7.7 million. The Construction and Term Loan Agreement also prohibits any distribution unless the partnership's debt service coverage ratio for the four fiscal quarters prior to the distribution was at least 1.25 to 1.0. Trigen-Peoples' debt service coverage ratios for the last four fiscal quarters starting with the most recent quarter were 1.86 to 1.0, 1.96 to 1.0, 2.02 to 1.0, and 1.97 to 1.0.

Peoples Energy Resources Company, LLC owns a 50% equity interest in Elwood. Elwood's trust indenture and other agreements related to its project financing prohibit Elwood from making distributions unless Elwood has maintained certain minimum historic and projected debt service coverage ratios. At July 5, 2005 the most recent semi-annual distribution date, a minimum debt service coverage ratio of 1.2 to 1.0 was required and Elwood's actual debt service coverage ratio was approximately 1.5 to 1.0.

PEOPLES GAS AND NORTH SHORE GAS DISCUSSIONS

The financial results of Peoples Gas and North Shore Gas are reported primarily within the Gas Distribution segment. A portion of each companies' results are included in the Corporate and Other segment, while Peoples Gas' hub activity is included in the Midstream Services segment. Operating income (GAAP) and ongoing operating income (non-GAAP) by business segment for Peoples Gas and North Shore Gas is presented below.

|                             |  | The Peoples Gas Light and Coke Company |              | North Shore Gas Company
|---------------------------- |  | -------------------------------------- | ------------ | -----------------------
|                             |  | Gas                                    | Midstream    |                        
|(In Thousands)               |  | Distribution                           | Services     | Corporate              
|For the Three Months Ended   |  |                                        |              |                        
|June 30, 2005 (GAAP)         |  | $     12,556                           | $        987 | $       (2,506)        
|June 30, 2005 (non-GAAP) (1) |  | 12,556                                 | 987          | (2,678)                
|June 30, 2004                |  | 8,805                                  | 886          | (3,689)                
|                             |  |                                        |              |                        
|For the Nine Months Ended    |  |                                        |              |                        
|June 30, 2005 (GAAP)         |  | $   115,162                            | $     5,834  | $     (14,801)         
|June 30, 2005 (non-GAAP) (2) |  | 115,162                                | 5,834        | (6,506)                
|June 30, 2004                |  | 119,487                                | 4,060        | (9,680)                

(1) 2005 ongoing income (non-GAAP) is defined as GAAP operating income adjusted to exclude the effects of a pension expense related restructuring costs of $(0.1) million and $6,000 at Peoples Gas and North Shore Gas, respectively. See Item 2- MD&A- Executive Summary for a discussion of management's use of non-GAAP financial measures and a reconciliation of 2005 GAAP and non-GAAP earnings.

(2) 2005 ongoing income (non-GAAP) is defined as GAAP operating income adjusted to exclude the effects of a pension expense related restructuring costs of $8.3 million and $0.6 million at Peoples Gas and North Shore Gas, respectively. See Item 2- MD&A- Executive Summary for a discussion of management's use of non-GAAP financial measures and a reconciliation of 2005 GAAP and non-GAAP earnings.



The following discussions supplement Peoples Gas' and North Shore Gas' information included in Liquidity and Capital Resources and in the Company's Gas Distribution segment discussion within this MD&A.

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

Peoples Gas Discussion

GAAP net income for Peoples Gas for the three and nine months ended June 30, 2005 was $3.9 million and $56.9 million, respectively, compared to $2.5 million and $63.5 million for the three and nine months ended June 30, 2004, respectively. Excluding pension-related charges ($5.0 million, after tax, for the nine months ended June 30, 2005) resulting from the fiscal year 2004 organizational restructuring, on-going net income (non-GAAP) at Peoples Gas for the nine months ended June 30, 2005 was $61.9 million.

Revenues for the three- and nine-month periods ended June 30, 2005 increased $17.0 million and $135.4 million, respectively, compared with the same year ago periods. The main reason for the increase was due to the impact on revenues of higher gas prices ($20.0 million and $163.0 million). Partially offsetting these effects were lower revenues resulting from a decrease in deliveries due to weather ($3.0 million and $25.0 million) that was 4% and 3% warmer compared with the same year-ago periods, respectively. GAAP operating income for the three- and nine-month periods ended June 30, 2005 increased $5.0 million and decreased $7.7 million, respectively, compared with the same year-ago periods. Operating income for the three-and nine- month periods was favorably impacted by decreased labor costs related to the organizational restructuring ($0.8 million and $6.4 million, respectively) and a decrease in depreciation expense ($4.3 million and $4.0 million) primarily due to the Commission Depreciation Order. Negative impacts on fiscal 2005 three- and nine-month period results include lower deliveries resulting from warmer weather ($0.5 million and $4.0 million) and lower weather-normalized deliveries ($0.5 million and $6.0 million).In addition, the restructuring related pension charge decreased operating income for the nine-month period by $8.3 million.

Interest expense for the three- and nine-month periods increased $1.1 million and $2.5 million, respectively, compared with the same year ago periods primarily due to higher interest rates.

North Shore Gas Discussion

GAAP net income for North Shore Gas for the three and nine months ended June 30, 2005 was $1.2 million and $12.4 million, respectively, compared to $0.9 million and $12.7 million for the three and nine months ended June 30, 2004, respectively. Excluding pension-related charges ($0.3 million, after tax, for the nine months ended June 30, 2005) resulting from the fiscal year 2004 organizational restructuring, on-going net income (non-GAAP) at North Shore Gas for the nine months ended June 30, 2005 was $12.7 million.

Revenues for the three- and nine-month periods ended June 30, 2005 increased $5.3 million and $35.4 million, respectively, compared with the previous periods. The main reason for the increase was due to the impact on revenues of higher gas prices ($5.0 million and $40.0 million). Partially offsetting these effects was lower revenues resulting from decrease in deliveries due to weather ($0.5 million and $4.0 million) that was 4% and 3% warmer compared with the same year ago periods, respectively. GAAP operating income for the three- and nine-month periods ended June 30, 2005 increased $0.4 million and decreased $0.6 million, respectively, compared with the same year-ago periods. Fiscal 2005 results for both periods were positively impacted by a decrease in depreciation expense ($1.0 million and $1.1 million) primarily due to the Commission Depreciation Order. Fiscal 2005 results were both negatively impacted by lower deliveries resulting from warmer weather ($0.1 million and $0.5 million for the three- and nine-month periods, respectively). For the fiscal 2005 nine-month period the restructuring-related pension charge of $0.6 million also reduced operating income.



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



|The Peoples Gas Light and Coke Company 
|---------------------------------------
|Gas Distribution Statistics            
|                                       
|                                       
|Margin Data                            
|(In Thousands)                         
|Gas Distribution revenues:             
|Sales                                  
|Residential                            
|Commercial                             
|Industrial                             
|Total sales                            
|                                       
|Transportation                         
|Residential                            
|Commercial                             
|Industrial                             
|Contract pooling                       
|Total transportation                   
|Other Gas Distribution revenues        
|Total Gas Distribution revenues        
|Less:  Gas costs                       
|Gross margin (1)                       
|Less:  Revenue taxes and surcharges    
|Environmental costs recovered          
|Net margin (1)                         
|                                       
|Gas Distribution deliveries (MDth):    
|Gas sales                              
|Residential                            
|Commercial                             
|Industrial                             
|Total gas sales                        
|                                       
|Transportation                         
|Residential                            
|Commercial                             
|Industrial                             
|Total transportation                   
|Total Gas Distribution deliveries      
|                                       
|Gross margin per Dth delivered         
|Net margin per Dth delivered           
|Average cost per Dth of gas sold       
|                                       
|Actual heating degree days (HDD)       
|Normal heating degree days(2)          
|Actual heating degree days as a percent
|of normal (actual/normal)              

(1) As used above, net margin is not a financial measure computed under GAAP. Gross margin is the GAAP measure most closely related to net margin. Management believes net margin to be useful in understanding the Gas Distribution segment's operations because the utility subsidiaries are allowed, under their tariffs, to recover gas costs, revenue taxes and environmental costs from their customers on a dollar-for-dollar basis.

(2) Normal heating degree days are based on a 30-year average of monthly temperatures at Chicago's O'Hare Airport for the years 1970-1999. The difference between the fiscal 2005 and 2004 third quarter normal degree days is caused by a shift of one heating season day from the third quarter to the second quarter due to leap year in 2004.

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

|North Shore Gas Company                
|---------------------------------------
|Gas Distribution Statistics            
|                                       
|                                       
|Margin Data                            
|(In Thousands)                         
|Gas Distribution revenues:             
|Sales                                  
|Residential                            
|Commercial                             
|Industrial                             
|Total sales                            
|                                       
|Transportation                         
|Residential                            
|Commercial                             
|Industrial                             
|Contract pooling                       
|Total transportation                   
|Other Gas Distribution revenues        
|Total Gas Distribution revenues        
|Less:  Gas costs                       
|Gross margin (1)                       
|Less:  Revenue taxes and surcharges    
|Environmental costs recovered          
|Net margin (1)                         
|                                       
|Gas Distribution deliveries (MDth):    
|Gas sales                              
|Residential                            
|Commercial                             
|Industrial                             
|Total gas sales                        
|                                       
|Transportation                         
|Residential                            
|Commercial                             
|Industrial                             
|Total transportation                   
|Total Gas Distribution deliveries      
|                                       
|Gross margin per Dth delivered         
|Net margin per Dth delivered           
|Average cost per Dth of gas sold       
|                                       
|Actual heating degree days (HDD)       
|Normal heating degree days(2)          
|Actual heating degree days as a percent
|of normal (actual/normal)              

(1) As used above, net margin is not a financial measure computed under GAAP. Gross margin is the GAAP measure most closely related to net margin. Management believes net margin to be useful in understanding the Gas Distribution segment's operations because the utility subsidiaries are allowed, under their tariffs, to recover gas costs, revenue taxes and environmental costs from their customers on a dollar-for-dollar basis.

(2) Normal heating degree days are based on a 30-year average of monthly temperatures at Chicago's O'Hare Airport for the years 1970-1999. The difference between the fiscal 2005 and 2004 third quarter normal degree days is caused by a shift of one heating season day from the third quarter to the second quarter due to leap year in 2004.

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FORWARD-LOOKING INFORMATION

This document contains statements that may be considered forward-looking, such as: management's expectations and outlook for earnings, the statements of the Company's business and financial goals regarding its business segments, the effect of weather on net income, cash position, source of funds, financing activities, market risk, the insignificant effect on income arising from changes in revenue from customers' gas purchases from entities other than the Gas Distribution subsidiaries, the adequacy of the Gas Distribution segment's reserves for uncollectible accounts, capital expenditures of the Company's subsidiaries, and environmental matters. These statements speak of the Company's plans, goals, beliefs, or expectations, refer to estimates or use similar terms. Generally, the words "may," "could," "project," "believe," "anticipate," "estimate," "plan," "forecast," "will be" and similar words identify forward-looking statements. Actual results could differ materially, because the realization of those results is subject to many uncertainties including:

- adverse decisions in proceedings before the Commission concerning the prudence review of the utility subsidiaries' gas purchases;
- the future health of the United States and Illinois economies;
- the timing and extent of changes in interest rates and energy commodity prices, including but not limited to the effect of gas prices on cost of gas supplies, accounts receivable and the provision for uncollectible accounts, interest expense and earnings from the Oil and Gas Production segment;
- adverse resolution of material litigation;
- effectiveness of the Company's risk management policies and the creditworthiness of customers and counterparties;
- regulatory developments in the United States, Illinois and other states where the Company does business;
- changes in the nature of the Company's competition resulting from industry consolidation, legislative change, regulatory change and other factors, as well as action taken by particular competitors;
- the Company's success in identifying diversified business segment projects on financially acceptable terms and generating earnings from projects in a reasonable time;
- the Company's success in completing anticipated asset sale transactions prior to the end of fiscal year 2005.
- operational factors affecting the Company's Gas Distribution, Oil and Gas Production and Power Generation segments;
- Aquila's financial ability to perform under its PSAs with Elwood;
- drilling and production risks and the inherent uncertainty of oil and gas reserve estimates;
- weather related energy demand; and
- terrorist activities.

Also, projections to future periods of the effectiveness of internal control over financial reporting are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Some of these uncertainties that may affect future results are discussed in more detail in Item 1 - Business and Item 7 - MD&A, in the combined Annual Report on Form 10-K most recently filed with the SEC by the Company, Peoples Gas, and North Shore Gas. All forward-looking statements included in this document are based upon information presently available, and the Company, Peoples Gas and North Shore Gas assume no obligation to update any forward-looking statements.

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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

Quantitative and qualitative disclosures about market risk are reported under Note 2 of the Notes to Consolidated Financial Statements.

ITEM 4. Controls and Procedures

In accordance with Exchange Act Rules 13a-15 and 15d-15, the Company, Peoples Gas and North Shore Gas carried out an evaluation, under the supervision and with the participation of management, including Thomas M. Patrick, our principal executive officer, and Thomas A. Nardi, our principal financial officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.

Thomas M. Patrick and Thomas A. Nardi concluded that our disclosure controls and procedures were effective for the period covered by this report on Form 10-Q to provide reasonable assurance that information required to be disclosed and filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. There have been no changes in internal control over financial reporting that occurred during the period covered by this report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

In adherence with Section 404 of the Sarbanes-Oxley Act of 2002, the Company is in the process of performing its assessment of the effectiveness of internal control over financial reporting. In the course of performing the assessment, the Company has identified certain internal control deficiencies, none of which are considered material weaknesses. The Company is taking the appropriate steps to make the internal control improvements necessary to remediate these deficiencies in a timely manner. Management will consider the results of the remediation efforts and related testing as part of its assessment of the effectiveness of internal control over financial reporting as of September 30, 2005.



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Part II - Other Information

Item 1. Legal Proceedings

See Note 6 of the Notes to Consolidated Financial Statements - Environmental Matters for a discussion pertaining to environmental matters, Note 7 of the Notes to Consolidated Financial Statements - Gas Charge Reconciliation Proceedings and Related Matters pertaining to proceedings at the Commission regarding the prudency of gas purchases by Peoples Gas and North Shore Gas, and Note 8 of the Notes to Consolidated Financial Statements - Other Litigation for a discussion of other events and proceedings, which notes are incorporated herein by reference.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 5. Other Information

The following information is being reported timely in this Form 10-Q instead of being reported under Item 1.01 of Form 8-K. On August 3, 2005, the Company's Board of Directors elected Thomas A. Nardi, Senior Vice President and Chief Financial Officer of the Company and its subsidiaries, to the position of Executive Vice President and Chief Financial Officer, and approved an increase in Mr. Nardi's annual base salary, effective retroactively to August 1, 2005, from $320,000 to $350,000.

The following information is being reported timely in this Form 10-Q instead of being reported under Item 5.03 of Form 8-K. On August 3, 2005, the Board of Directors amended Section 4.1 of the By-Laws of the Company to provide that the officers elected by the Board of Directors shall include such number of Executive Vice Presidents as the Board may decide upon. A copy of the By-Laws as amended is attached to this Form 10-Q as Exhibit 3.



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Part II - Other Information

|Item 6. Exhibits
|----------------
|                
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|                
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|                
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Part II - Other Information

| | The Peoples Gas Light and Coke Company:
| | ---------------------------------------
| |                                        
| |                                        
| |                                        
| |                                        
| |                                        
| |                                        
| |                                        
| |                                        
| |                                        
| |                                        
| |                                        



| | North Shore Gas Company:
| | ------------------------
| |                         
| |                         
| |                         
| |                         
| |                         
| |                         
| |                         
| |                         
| |                         
| |                         
| |                         
| |                         
| |                         



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|SIGNATURES                                                                                                                                                                                          
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                    
|                                                                                                                                                                                                    
|Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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|August 9, 2005                                                                                                                                                                                      
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|Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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|August 9, 2005                                                                                                                                                                                      
|(Date)                                                                                                                                                                                              
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|Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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|August 9, 2005                                                                                                                                                                                      
|(Date)                                                                                                                                                                                              
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