Commission File No. 30-203
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM U5S
ANNUAL REPORT
For the Year Ended
DECEMBER 31, 1994
______________
Filed pursuant to the Public Utility Holding Company Act of 1935
by
CONSOLIDATED NATURAL GAS COMPANY
CNG Tower, 625 Liberty Avenue, Pittsburgh, PA 15222-3199
<PAGE>
CONSOLIDATED NATURAL GAS COMPANY
FORM U5S - ANNUAL REPORT
For the Year Ended December 31, 1994
______________________________________________________________________________
TABLE OF CONTENTS Page
______________________________________________________________________________
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF
DECEMBER 31, 1994 . . . . . . . . . . . . . . . . . . . . 1
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS . . . . . . . . . 3
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM
SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . 3
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES 4
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES . . . . 8
ITEM 6. OFFICERS AND DIRECTORS
Part I. Names, principal business address and
positions held as of December 31, 1994. . . . . 9
Part II. Banking connections . . . . . . . . . . . . . . 18
Part III. Compensation and other related information. . . 18
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS. . . . . . . . . . . . 20
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I. Contracts for services or goods between
system companies. . . . . . . . . . . . . . . . 21
Part II. Contracts to purchase services or goods between
any system company and any affiliate. . . . . . 21
Part III. Employment of any person by any system company
for the performance on a continuing basis of
management services . . . . . . . . . . . . . . 21
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
Part I. Information concerning interests held by system
companies in exempt wholesale generators or
foreign utility companies . . . . . . . . . . . 22
Part II. Relationship of exempt wholesale generators
and foreign utility companies to system
companies, and financial data . . . . . . . . . 23
Part III. Investment in exempt wholesale generators
and foreign utility companies . . . . . . . . . 23
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements (Index). . . . . . . . . . . . . . . 24
Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . 76
SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
______________________________________________________________________________
<PAGE>
CONSOLIDATED NATURAL GAS COMPANY
FORM U5S - ANNUAL REPORT
For the Year Ended December 31, 1994
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>
________________________________________________________________________________
______________________________
Number of
Owner's
Common % of
Issuer's Book
Shares Voting
Book Value
Name of Company Business Owned
Power Value (Note 1)
________________________________________________________________________________
______________________________
(Thousands of Dollars)
<S> <C> <C>
<C> <C> <C>
CONSOLIDATED NATURAL GAS COMPANY Holding Company
("Registrant," "Parent Company,"
"Company" or "CNG"):
Consolidated Natural Gas Service
Company, Inc. ("Service Company"
or "CNGSvc"). . . . . . . . . . . . Service Company 100
100% $ 10 $ 10
Unsecured debt . . . . . . . . . -
- - $ 14,631 $ 14,631
CNG Transmission Corporation
("CNG Transmission" or "CNGT"). . . Gas transmission 59,000
100% $737,723 $739,469
Unsecured debt . . . . . . . . . -
- - $388,359 $388,359
The East Ohio Gas Company
("East Ohio Gas" or "EOG")(Note 2). Gas utility 3,559,353
100% $372,520 $351,909
Unsecured debt . . . . . . . . . -
- - $209,722 $209,722
The Peoples Natural Gas Company
("Peoples Natural Gas" or "PNG"). . Gas utility 1,655,350
100% $238,962 $228,991
Unsecured debt . . . . . . . . . -
- - $130,651 $130,651
Virginia Natural Gas, Inc.
("Virginia Natural Gas" or "VNG") . Gas utility 4,298
100% $171,709 $171,697
Unsecured debt . . . . . . . . . -
- - $ 73,418 $ 73,418
Hope Gas, Inc. ("Hope Gas" or "HGI"). Gas utility 409,000
100% $ 57,703 $ 56,554
Unsecured debt . . . . . . . . . -
- - $ 38,499 $ 38,499
West Ohio Gas Company
("West Ohio Gas" or "WOG"). . . . . Gas utility 1,359
100% $ 23,497 $ 23,471
Unsecured debt . . . . . . . . . -
- - $ 12,639 $ 12,639
CNG Producing Company
("CNG Producing" or "CNGP") . . . . Exploration and 47,084
100% $622,932 $628,478
Unsecured debt . . . . . . . . . production -
- - $257,901 $257,901
CNG Energy Company
("CNG Energy" or "CNGE") (Note 3) . Nonutility 22,460
100% $ 24,544 $ 24,544
Unsecured debt . . . . . . . . . energy ventures -
- - $ 13,830 $ 13,830
CNG Energy Services Corporation
("CNG Energy Services" or
"CNGESC") (Note 4) . . . . . . . . Energy marketing 1,005
100% $ 11,151 $ 11,065
________________________________________________________________________________
______________________________
Notes to ITEM 1 appear on the next page.
</TABLE>
1.
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 1994
(Continued)
<TABLE>
<CAPTION>
________________________________________________________________________________
______________________________
Number of
Owner's
Common % of
Issuer's Book
Shares Voting
Book Value
Name of Company Business Owned
Power Value (Note 1)
________________________________________________________________________________
______________________________
(Thousands of Dollars)
<S> <C> <C>
<C> <C> <C>
CONSOLIDATED NATURAL GAS COMPANY (Continued)
CNG Power Services Corporation
("CNG Power Services" or
"CNGPSC") (Note 5) . . . . . . . . Electric power 52
100% $ 65 $ 65
marketing
CNG Storage Service Company
("CNG Storage" or "CNGStr") . . . . Gas storage services 1,366
100% $ 13,703 $ 13,519
Unsecured debt . . . . . . . . . -
- - $ 7,350 $ 7,350
Consolidated System LNG Company
("Consolidated LNG" or
"LNG") (Note 6) . . . . . . . . . . Importer of liquefied 8,340
100% $ 83,704 $ 83,704
natural gas and gas
wholesaler
CNG Research Company
("CNG Research"). . . . . . . . . . Administer research 1,534
100% $ 24 $ 24
activities
CNG Coal Company ("CNG Coal") . . . . Holds System coal 3,736
100% $ 41,218 $ 41,218
reserves
CNG Financial Services, Inc.
("CNG Financial") . . . . . . . . . Financing transactions 5
100% $ 50 $ 50
CNG TRANSMISSION CORPORATION:
CNG Iroquois, Inc. ("CNG Iroquois") . Special purpose 1,494
100% $ 17,935 $ 17,935
subsidiary (Note 7)
CNG PRODUCING COMPANY:
CNG Pipeline Company ("CNG Pipeline") Oil pipeline 12,000
100% $ 1,449 $ 1,449
CNG ENERGY COMPANY: (Note 8)
CNG Market Center Services, Inc.
("CNG Market Center Services"
or "CNGMCS") . . . . . . . . . . . Special purpose 10
100% $ 39 $ 39
subsidiary (Note 9)
CNG Technologies, Inc.
("CNG Technologies") . . . . . . . Development of 200
100% $ 2,002 $ 2,002
new gas-related
technologies
Granite Road CoGen, Inc.
("Granite Road") . . . . . . . . . Special purpose 1,000
100% $ 1 $ 1
subsidiary (Note 10)
CNG POWER SERVICES CORPORATION:
CNG Lakewood, Inc.
("CNG Lakewood") (Note 5) . . . . . Special purpose 52
100% $ 94 $ 522
subsidiary (Note 5)
________________________________________________________________________________
_______________________________
</TABLE>
Notes:
(1) The parent company's investment in common stock of its subsidiaries is
stated at equity to comply with Securities and Exchange Commission ("SEC")
rules. The chart of accounts used during 1994 by the Registrant and its
subsidiaries, except Service Company, was the Uniform System of Accounts
Prescribed for Natural Gas Companies by the Federal Energy Regulatory
Commission ("FERC"). The Service Company used the Uniform System of
Accounts for Subsidiary Service Companies prescribed by the SEC.
(2) In July 1994, the River Gas Company ("River Gas"), a wholly owned
subsidiary of the Registrant, was merged into East Ohio Gas.
2.
<PAGE>
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 1994
(Concluded)
(3) Effective January 16, 1995, CNG Energy Company was renamed CNG Power
Company.
(4) Effective September 1, 1994, CNG Gas Services Corporation was renamed CNG
Energy Services Corporation.
(5) CNG Power Services was incorporated in Delaware on August 5, 1994, to
become an electric wholesale generator and to engage in the purchase and
resale of electricity. CNG Power Services is exempt from the provisions
of the Public Utility Holding Company Act of 1935 ("PUHCA") pursuant to
Section 32(e) of such Act. Effective November 30, 1994, CNG Power
Services acquired CNG Lakewood from CNG Energy. CNG Lakewood holds a 1%
general partnership interest in Lakewood Cogeneration, L.P.
(6) Consolidated LNG has ended its involvement in liquefied natural gas
operations and is currently recovering its undepreciated investment in
related facilities, plus carrying charges and taxes, through a FERC-
approved amortization surcharge.
(7) CNG Iroquois holds a 9.4% general partnership interest in Iroquois Gas
Transmission System, L.P.
(8) Effective November 30, 1994, CNG Energy sold its interest in CNG Lakewood
to CNG Power Services pursuant to an exemption under Rule 43(b). CNG
Energy continues to hold a 34% limited partnership interest in Lakewood
Cogeneration, L.P.
(9) CNG Market Center Services was incorporated in Delaware on June 24, 1994.
On October 21, 1994, the SEC authorized CNG Energy to establish and
finance the operations of CNG Market Center Services, which holds a 50%
general partnership in the CNG/Sabine Center gas marketing hub.
(10) Granite Road holds a 50% general partnership interest in Granite Road
Limited, a partnership planning the development of a cogeneration
facility.
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
None.
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES
A letter of credit in the amount of $12,171 issued by the Whitney National Bank
of New Orleans on July 12, 1994, remained outstanding at December 31, 1994.
The letter was in favor of the Minerals Management Service of the U.S.
Department of Interior and was required as security regarding CNG Producing's
possible liability resulting from an appeal of a penalty assessed due to an
incorrect block number on a rental payment. The transaction was exempt
pursuant to Rule 45(b)(6).
A letter of credit in the amount of $31,900 issued by the Whitney National Bank
of New Orleans on December 21, 1994, remained outstanding at December 31, 1994.
The letter was in favor of the Minerals Management Service of the U.S.
Department of Interior and was required as security regarding CNG Producing's
possible liability resulting from appeal of a disallowance by the Department
of Interior of transportation charges related to the calculation of royalties.
The transaction was exempt pursuant to Rule 45(b)(6).
On November 30, 1994, CNG Power Services issued 52 shares of capital stock to
CNG for $520,000. The transaction was exempt pursuant to Section 32(g) of the
PUHCA.
Effective November 30, 1994, CNG Energy sold its interest in CNG Lakewood to
CNG Power Services pursuant to an exemption under Rule 43(b). CNG Energy
continues to hold a 34% limited partnership interest in Lakewood
Cogeneration, L.P.
3.
<PAGE>
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
Calendar Year 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Name of Company Number of Shares or Number of Shares or
Acquiring, Redeeming Principal Amount Principal Amount
Name of Issuer and Title of Issue or Retiring Securities Acquired Redeemed or Retired (Note 1)
<S> <C> <C> <C>
REGISTERED HOLDING COMPANY:
Parent Company:
Common stock, par value $2.75 per share. . . Parent Company 6,141 shares
(Note 3)
CNG Transmission:
Capital stock, par value $10,000 per share . Parent Company 9,000 shares
Non-negotiable note . . . . . . . . . . . . Parent Company $ 27,000
East Ohio Gas:
Capital stock, par value $50 per share. . . . Parent Company 400,000 shares
Non-negotiable note . . . . . . . . . . . . Parent Company $ 16,000
Peoples Natural Gas:
Capital stock, par value $100 per share. . . Parent Company 180,000 shares
Non-negotiable notes . . . . . . . . . . . . Parent Company $ 36,770
Hope Gas:
Capital stock, par value $100 per share. . . Parent Company 121,715 shares
Non-negotiable notes . . . . . . . . . . . . Parent Company $ 18,517
West Ohio Gas:
Capital stock, par value $10,000 per share . Parent Company (Note 4)
Capital stock, par value $10,000 per share . Parent Company 490 shares
Non-negotiable notes . . . . . . . . . . . . Parent Company $ 4,776
River Gas:
Capital stock, par value $100 per share. . . Parent Company 10,000 shares
Capital stock, par value $100 per share. . . River Gas 45,500 shares
(Note 5)
Non-negotiable note . . . . . . . . . . . . Parent Company $ 1,100
CNG Energy:
Capital stock, par value $1,000 per share. . Parent Company 11,310 shares
Non-negotiable notes . . . . . . . . . . . . Parent Company $ 7,140
CNG Power Services:
Capital stock, par value $10,000 per share . Parent Company 52 shares
CNG Research:
Capital stock, par value $10,000 per share . Parent Company 5 shares
Total Registrant . . . . . . . . . . . . .
<FN>
Notes to ITEM 4 appear on page 8.
</TABLE>
4.
<PAGE>
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued)
Calendar Year 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Commission
Name of Issuer and Title of Issue Consideration Authorization (Note 2)
<S> <C> <C>
REGISTERED HOLDING COMPANY:
Parent Company:
Common stock, par value $2.75 per share. . . $ 257 (Note 3)
CNG Transmission:
Capital stock, par value $10,000 per share . $ 90,000 Release No. 26072 (File No. 70-8415)
Non-negotiable note . . . . . . . . . . . . $ 27,000 Release No. 26072 (File No. 70-8415)
East Ohio Gas:
Capital stock, par value $50 per share. . . . $ 20,000 Rule 52 exemption
Non-negotiable note . . . . . . . . . . . . $ 16,000 Release No. 25841 (File No. 70-8195)
Peoples Natural Gas:
Capital stock, par value $100 per share . . $ 18,000 Rule 52 exemption
Non-negotiable notes . . . . . . . . . . . . $ 36,770 Release No. 25841 (File No. 70-8195)
Hope Gas:
Capital stock, par value $100 per share . . $ 12,172 Rule 52 exemption
Non-negotiable notes . . . . . . . . . . . . $ 18,517 Release No. 25841 (File No. 70-8195) and
Release No. 26072 (File No. 70-8415)
West Ohio Gas:
Capital stock, par value $10,000 per share . $ 2 Release No. 26072 (File No. 70-8415)
Capital stock, par value $10,000 per share . $ 4,900 Rule 52 exemption
Non-negotiable notes . . . . . . . . . . . . $ 4,776 Release No. 25841 (File No. 70-8195) and
Release No. 26072 (File No. 70-8415)
River Gas:
Capital stock, par value $100 per share . . $ 1,000 Rule 52 exemption
Capital stock, par value $100 per share . . $ - Release No. 26038 (File No. 70-8387)
Non-negotiable note . . . . . . . . . . . . $ 1,100 Release No. 25841 (File No. 70-8195)
CNG Energy:
Capital stock, par value $1,000 per share. . $ 11,310 Release No. 25651 (File No. 70-7909),
Release No. 25954 (File No. 70-7761) and
Release No. 26148 (File No. 70-8447)
Non-negotiable notes . . . . . . . . . . . . $ 7,140 Release No. 25651 (File No. 70-7909)
CNG Power Services:
Capital stock, par value $10,000 per share . $ 520 Section 32(g) exemption
CNG Research:
Capital stock, par value $10,000 per share . $ 50 Release No. 26072 (File No. 70-8415)
________
Total Registrant . . . . . . . . . . . . . $269,514
========
<FN>
Notes to ITEM 4 appear on page 8.
</TABLE>
5.
<PAGE>
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued)
Calendar Year 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Name of Company Number of Shares or Number of Shares or
Acquiring, Redeeming Principal Amount Principal Amount
Name of Issuer and Title of Issue or Retiring Securities Acquired Redeemed or Retired (Note 1)
<S> <C> <C> <C>
SUBSIDIARIES OF REGISTERED HOLDING COMPANY:
Peoples Natural Gas:
Non-negotiable notes . . . . . . . . . . . . Peoples Natural Gas $ 36,770
Hope Gas:
Non-negotiable notes . . . . . . . . . . . . Hope Gas $ 9,788
West Ohio Gas:
Non-negotiable notes . . . . . . . . . . . . West Ohio Gas $ 2,526
CNG Producing:
Non-negotiable notes . . . . . . . . . . . . CNG Producing $ 4,326
Total subsidiaries . . . . . . . . . . . .
CNG ENERGY:
CNG Lakewood:
Capital stock, par value $10,000 per share . CNG Energy 51 shares
CNG Technologies:
Capital stock, par value $10,000 per share . CNG Energy 50 shares
CNG Market Center Services:
Capital stock, par value $10,000 per share . CNG Energy 10 shares
Total CNG Energy . . . . . . . . . . . .
CNG POWER SERVICES:
CNG Lakewood:
Capital stock, par value $10,000 per share . CNG Power Services 52 shares
(Note 6)
<FN>
Notes to ITEM 4 appear on page 8.
</TABLE>
6.
<PAGE>
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Continued)
Calendar Year 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Commission
Name of Issuer and Title of Issue Consideration Authorization (Note 2)
<S> <C> <C>
SUBSIDIARIES OF REGISTERED HOLDING COMPANY:
Peoples Natural Gas:
Non-negotiable notes . . . . . . . . . . . . $ 36,770 Rule 42(b)(2) exemption
Hope Gas:
Non-negotiable notes . . . . . . . . . . . . $ 9,788 Rule 42(b)(2) exemption
West Ohio Gas:
Non-negotiable notes . . . . . . . . . . . . $ 2,526 Rule 42(b)(2) exemption
CNG Producing:
Non-negotiable notes . . . . . . . . . . . . $ 4,326 Rule 42(b)(2) exemption
________
Total subsidiaries . . . . . . . . . . . $ 53,410
========
CNG ENERGY:
CNG Lakewood:
Capital stock, par value $10,000 per share . $ 510 Release No. 25651 (File No. 70-7909)
CNG Technologies:
Capital stock, par value $10,000 per share . $ 500 Release No. 25954 (File No. 70-7761)
CNG Market Center Services:
Capital stock, par value $10,000 per share . $ 100 Release No. 26148 (File No. 70-8447)
________
Total CNG Energy . . . . . . . . . . . . $ 1,110
========
CNG POWER SERVICES:
CNG Lakewood:
Capital stock, par value $10,000 per share . $ 520 Rule 43(b) exemption
========
<FN>
Notes to ITEM 4 appear on page 8.
</TABLE>
7.
<PAGE>
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Concluded)
Notes:
(1) All securities redeemed or retired have been cancelled.
(2) Public Utility Holding Company Act of 1935.
(3) By order dated May 8, 1992, in Release No. 35-25528 (File No. 70-7948),
the Parent Company received Commission authorization to acquire through
open market purchases a total of 4 million shares of its common stock
through December 31, 1995. Shares of common stock may also be acquired
by the Parent Company under the exchange and tax withholding provisions
of the 1991 Stock Incentive Plan and the tax withholding provisions of
the Long-Term Incentive Plan pursuant to Commission authorizations in
Release Nos. 35-25294 (File No. 70-7838) and 35-25425 (File No. 70-7095),
respectively. The shares repurchased or acquired by the Parent Company
are held as treasury stock and are available for reissuance for general
corporate purposes or in connection with various employee benefit plans.
During 1994, no open market purchases were made by the Parent Company.
The Parent Company acquired 6,141 shares during 1994 under the provisions
of the 1991 Stock Incentive Plan and the Long-Term Incentive Plan. Prior
to December 31, 1994, the 6,141 shares were sold to the System's Thrift
Plans at an average price of $41.69 a share. Total proceeds of these sales
amounted to $256,000.
(4) During 1994, West Ohio Gas effected a 1 for 2,000 reverse stock split of
its capital stock. The transaction was accomplished by decreasing the
number of outstanding shares and increasing the par value of the shares
from $5 per share to $10,000 per share. As a result of the reverse
stock split, the number of shares of West Ohio Gas capital stock
outstanding was decreased from 1,737,683 shares, par value $5, to 869
shares, par value $10,000. In connection with this transaction, the
Parent Company paid $1,585 cash to West Ohio Gas to purchase the
fractional share resulting from the reverse stock split.
(5) Pursuant to an Agreement and Plan of Merger, on July 7, 1994, River Gas,
a wholly owned subsidiary of the Registrant, was merged with and into
East Ohio Gas. As a result of the merger, the 45,500 issued and
outstanding shares of River Gas common stock, par value $100, were
cancelled and extinguished, and the 3,559,353 shares of East Ohio Gas
common stock, $50 par value continued as such.
Pursuant to the terms of the merger, East Ohio Gas, as the surviving
corporation, became the owner of all of the assets of River Gas and
assumed all its liabilities, including $4,125,000 of long-term notes
payable to the Parent Company (Release No. 35-26038; File No. 70-8387).
(6) Effective November 30, 1994, CNG Power Services acquired CNG Lakewood
from CNG Energy.
ITEM 5. INVESTMENTS IN SECURITIES OF NON-SYSTEM COMPANIES
The aggregate amounts of investments at December 31, 1994, in persons
operating in the system's retail service area are shown below.
______________________________________________________________________________
Number of Aggregate
Name of Owner Persons Business of Persons Investment
______________________________________________________________________________
CNG Transmission One State Development Fund $ 100,000
Hope Gas One State Development Fund $ 100,000
Hope Gas One Economic Development $2,475,000
Small Business
Investment Company (Note)
Virginia Natural Gas One State Development Fund $ 50,369
______________________________________________________________________________
Note: Investment made pursuant to the West Virginia Capital Companies Act and
under Rule 40(a)(5).
The above do not include investments in securities of non-system companies
which have been authorized by Commission order under the Public Utility
Holding Company Act of 1935 and which are subject to Rule 24 Certificate
filing requirements.
8.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS
<TABLE>
Part I. Names, principal business address and positions held as of December 31, 1994*
<CAPTION>
Name of System Companies with Which Connected
East
Parent Service CNG Hope Ohio
Company Company Transmission Gas Gas
<S> <C> <C> <C> <C> <C> <C>
Alderman, T. R. 319 West Market Street, Lima, OH 45802
Ammons, S. W. 625 Liberty Avenue, Pittsburgh, PA 15222
Atkinson, S. L. 445 West Main Street, Clarksburg, WV 26301 S-r
Baril, D. C. 1450 Poydras Street, New Orleans, LA 70112
Barrack, W. S., Jr. 781 Weed Street, New Canaan, CT 06840 D-df
Bartels, M. G. 1717 East Ninth Street, Cleveland, OH 44114 SVP-D-r
Bean, R. J., Jr. Bank One Center, West, Clarksburg, WV 26302 D P-D-r
Beckert, W. E. 625 Liberty Avenue, Pittsburgh, PA 15222
Beorn, P. F., Jr. Bank One Center, West, Clarksburg, WV 26302 VP-D-r
Birnbaum, S. 1717 East Ninth Street, Cleveland, OH 44114 AVP-r
Borneman, D. W. CNG Tower, Pittsburgh, PA 15222 SAVP-r
Boswell, W. P. 625 Liberty Avenue, Pittsburgh, PA 15222
Brakeman, B. F. 1717 East Ninth Street, Cleveland, OH 44114 VP-r
Brink, G. R. 500 J. Clyde Morris Blvd., Newport News, VA 23601
Brown, H. E. 445 West Main Street, Clarksburg, WV 26301 VP-GC-AS-D-r
Butera, J. E. CNG Tower, Pittsburgh, PA 15222 AVP-r
Carney, P. A. 1717 East Ninth Street, Cleveland, OH 44114 VP-D-r
Causey, J. L. 5100 East Virginia Beach Blvd., Norfolk, VA 23502
Chamberlain, A. R. 5100 East Virginia Beach Blvd., Norfolk, VA 23502
Chandler, N. F. CNG Tower, Pittsburgh, PA 15222 AS AS-r
Clay, J. A. 1450 Poydras Street, New Orleans, LA 70112
Connell, D. W. CNG Tower, Pittsburgh, PA 15222 VP-r
Connolly, J. W. 600 Grant Street, Pittsburgh, PA 15230 D-df
Crittenden, J. A. One Park Ridge Center, Pittsburgh, PA 15244
Cuccinelli, K. T. CNG Tower, Pittsburgh, PA 15222 VP-r
Curia, J. A. 445 West Main Street, Clarksburg, WV 26301 VP-D-r
Davidson, G. A., Jr. CNG Tower, Pittsburgh, PA 15222 CB-D CB-D-r
Dodd, T. E. CNG Tower, Pittsburgh, PA 15222 r
Dzuricky, D. J. CNG Tower, Pittsburgh, PA 15222 VP-T VP-T-r
Elliott, R. S. Bank One Center, West, Clarksburg, WV 26302 AS-r
Fellabom, J. R. 625 Liberty Avenue, Pittsburgh, PA 15222
Fickenscher, D. A. 5100 East Virginia Beach Blvd., Norfolk, VA 23502
Fink, J. L. CNG Tower, Pittsburgh, PA 15222 VP-r
Flinn, J. A. 625 Liberty Avenue, Pittsburgh, PA 15222
Fox, W. A. 5100 East Virginia Beach Blvd., Norfolk, VA 23502 D
Fratangelo, R. D. CNG Tower, Pittsburgh, PA 15222 VP-r
Frink, J. L. 625 Liberty Avenue, Pittsburgh, PA 15222
Fritsche, W. F., Jr. 1717 East Ninth Street, Cleveland, OH 44114 D P-D-r
Funk, C. T., Jr. One Park Ridge Center, Pittsburgh, PA 15244
Garbe, T. F. CNG Tower, Pittsburgh, PA 15222 Cn Cn-r
Garrett, J. W. CNG Tower, Pittsburgh, PA 15222 AVP-r
George, S. G. 625 Liberty Avenue, Pittsburgh, PA 15222
Gifford, R. R. One Park Ridge Center, Pittsburgh, PA 15244 D
Greer, M. D. 445 West Main Street, Clarksburg, WV 26301 VP-D-r VP
Gregg, P. P. 1450 Poydras Street, New Orleans, LA 70112
Grone, J. A. 319 West Market Street, Lima, OH 45802
Groves, R. J. 787 Seventh Avenue, New York, NY 10019 D-df
Haas, R. A., Jr. CNG Tower, Pittsburgh, PA 15222 AVP-r
Halbritter, M. A. Bank One Center, West, Clarksburg, WV 26302 GC-S-D-r
Hickly, G. J., Jr. One Park Ridge Center, Pittsburgh, PA 15244
Hunt, D. P. 1450 Poydras Street, New Orleans, LA 70112 D
Hunter, W. R. 5100 East Virginia Beach Blvd., Norfolk, VA 23502
Jacquet, T. J. 1450 Poydras Street, New Orleans, LA 70112
Jeffries, G. A. One Park Ridge Center, Pittsburgh, PA 15244
Johns, D. M., Jr. 1450 Poydras Street, New Orleans, LA 70112 AS
Johnson, L. D. CNG Tower, Pittsburgh, PA 15222 EVP-CFO-D EVP-CFO-D-r
Jones, B. E. 1819 L Street, N.W., Washington, DC 20036 VP-r
Jones, P. L. One Park Ridge Center, Pittsburgh, PA 15244
Keiffer, J. D. One Park Ridge Center, Pittsburgh, PA 15244
Kleinpeter, K. P. 1450 Poydras Street, New Orleans, LA 70112
Klink, B. C. 1717 East Ninth Street, Cleveland, OH 44114 VP-D-r
Kossler, J. R. 1717 East Ninth Street, Cleveland, OH 44114 Cn-r
<FN>
* See page 17 for certain changes effective January 1, 1995.
Position symbol key appears on page 16.
</TABLE>
9.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS
<TABLE>
Part I. Names, principal business address and positions held as of December 31, 1994* (Continued)
<CAPTION>
Name of System Companies with Which Connected
Peoples Virginia West
Natural Natural Ohio CNG CNG
Gas Gas Gas Producing Energy
<S> <C> <C> <C> <C> <C> <C>
Alderman, T. R. 319 West Market Street, Lima, OH 45802 AS-AT-r
Ammons, S. W. 625 Liberty Avenue, Pittsburgh, PA 15222 VP-D-r
Atkinson, S. L. 445 West Main Street, Clarksburg, WV 26301
Baril, D. C. 1450 Poydras Street, New Orleans, LA 70112 AS-r
Barrack, W. S., Jr. 781 Weed Street, New Canaan, CT 06840
Bartels, M. G. 1717 East Ninth Street, Cleveland, OH 44114 D
Bean, R. J., Jr. Bank One Center, West, Clarksburg, WV 26302
Beckert, W. E. 625 Liberty Avenue, Pittsburgh, PA 15222 Cn-r
Beorn, P. F., Jr. Bank One Center, West, Clarksburg, WV 26302
Birnbaum, S. 1717 East Ninth Street, Cleveland, OH 44114
Borneman, D. W. CNG Tower, Pittsburgh, PA 15222
Boswell, W. P. 625 Liberty Avenue, Pittsburgh, PA 15222 VP-GC-S-D-r
Brakeman, B. F. 1717 East Ninth Street, Cleveland, OH 44114
Brink, G. R. 500 J. Clyde Morris Blvd., Newport News, VA 23601 D-df
Brown, H. E. 445 West Main Street, Clarksburg, WV 26301
Butera, J. E. CNG Tower, Pittsburgh, PA 15222
Carney, P. A. 1717 East Ninth Street, Cleveland, OH 44114
Causey, J. L. 5100 East Virginia Beach Blvd., Norfolk, VA 23502 VP-r
Chamberlain, A. R. 5100 East Virginia Beach Blvd., Norfolk, VA 23502 AVP-r
Chandler, N. F. CNG Tower, Pittsburgh, PA 15222
Clay, J. A. 1450 Poydras Street, New Orleans, LA 70112 VP-r
Connell, D. W. CNG Tower, Pittsburgh, PA 15222
Connolly, J. W. 600 Grant Street, Pittsburgh, PA 15230
Crittenden, J. A. One Park Ridge Center, Pittsburgh, PA 15244 S
Cuccinelli, K. T. CNG Tower, Pittsburgh, PA 15222
Curia, J. A. 445 West Main Street, Clarksburg, WV 26301
Davidson, G. A., Jr. CNG Tower, Pittsburgh, PA 15222
Dodd, T. E. CNG Tower, Pittsburgh, PA 15222 VP-GM-D
Dzuricky, D. J. CNG Tower, Pittsburgh, PA 15222 D
Elliott, R. S. Bank One Center, West, Clarksburg, WV 26302
Fellabom, J. R. 625 Liberty Avenue, Pittsburgh, PA 15222 T-r
Fickenscher, D. A. 5100 East Virginia Beach Blvd., Norfolk, VA 23502 VP-GC-S-r
Fink, J. L. CNG Tower, Pittsburgh, PA 15222
Flinn, J. A. 625 Liberty Avenue, Pittsburgh, PA 15222 VPD-r
Fox, W. A. 5100 East Virginia Beach Blvd., Norfolk, VA 23502 P-D-r
Fratangelo, R. D. CNG Tower, Pittsburgh, PA 15222 D
Frink, J. L. 625 Liberty Avenue, Pittsburgh, PA 15222 SVP-D-r
Fritsche, W. F., Jr. 1717 East Ninth Street, Cleveland, OH 44114 P-D
Funk, C. T., Jr. One Park Ridge Center, Pittsburgh, PA 15244 D
Garbe, T. F. CNG Tower, Pittsburgh, PA 15222
Garrett, J. W. CNG Tower, Pittsburgh, PA 15222
George, S. G. 625 Liberty Avenue, Pittsburgh, PA 15222 AcGC-AS-r
Gifford, R. R. One Park Ridge Center, Pittsburgh, PA 15244
Greer, M. D. 445 West Main Street, Clarksburg, WV 26301
Gregg, P. P. 1450 Poydras Street, New Orleans, LA 70112 SVP-CFO-
T-D-r
Grone, J. A. 319 West Market Street, Lima, OH 45802 S-T-D-r
Groves, R. J. 787 Seventh Avenue, New York, NY 10019
Haas, R. A., Jr. CNG Tower, Pittsburgh, PA 15222
Halbritter, M. A. Bank One Center, West, Clarksburg, WV 26302
Hickly, G. J., Jr. One Park Ridge Center, Pittsburgh, PA 15244 Cn-T
Hunt, D. P. 1450 Poydras Street, New Orleans, LA 70112 P-D-r
Hunter, W. R. 5100 East Virginia Beach Blvd., Norfolk, VA 23502 VP-T-r
Jacquet, T. J. 1450 Poydras Street, New Orleans, LA 70112 AS-r
Jeffries, G. A. One Park Ridge Center, Pittsburgh, PA 15244
Johns, D. M., Jr. 1450 Poydras Street, New Orleans, LA 70112 GC-S-r
Johnson, L. D. CNG Tower, Pittsburgh, PA 15222 D
Jones, B. E. 1819 L Street, N.W., Washington, DC 20036
Jones, P. L. One Park Ridge Center, Pittsburgh, PA 15244 VP
Keiffer, J. D. 445 West Main Street, Clarksburg, WV 26301
Kleinpeter, K. P. 1450 Poydras Street, New Orleans, LA 70112 VP-D-r
Klink, B. C. 1717 East Ninth Street, Cleveland, OH 44114
Kossler, J. R. 1717 East Ninth Street, Cleveland, OH 44114
<FN>
* See page 17 for certain changes effective January 1, 1995.
Position symbol key appears on page 16.
</TABLE>
10.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS
<TABLE>
Part I. Names, principal business address and positions held as of December 31, 1994* (Continued)
<CAPTION>
Name of System Companies with Which Connected
CNG CNG
Energy Power CNG Consolidated CNG
Services Services Storage LNG Research
<S> <C> <C> <C> <C> <C> <C>
Alderman, T. R. 319 West Market Street, Lima, OH 45802
Ammons, S. W. 625 Liberty Avenue, Pittsburgh, PA 15222
Atkinson, S. L. 445 West Main Street, Clarksburg, WV 26301 AS AS
Baril, D. C. 1450 Poydras Street, New Orleans, LA 70112
Barrack, W. S., Jr. 781 Weed Street, New Canaan, CT 06840
Bartels, M. G. 1717 East Ninth Street, Cleveland, OH 44114
Bean, R. J., Jr. Bank One Center, West, Clarksburg, WV 26302
Beckert, W. E. 625 Liberty Avenue, Pittsburgh, PA 15222
Beorn, P. F., Jr. Bank One Center, West, Clarksburg, WV 26302
Birnbaum, S. 1717 East Ninth Street, Cleveland, OH 44114
Borneman, D. W. CNG Tower, Pittsburgh, PA 15222
Boswell, W. P. 625 Liberty Avenue, Pittsburgh, PA 15222
Brakeman, B. F. 1717 East Ninth Street, Cleveland, OH 44114
Brink, G. R. 500 J. Clyde Morris Blvd., Newport News, VA 23601
Brown, H. E. 445 West Main Street, Clarksburg, WV 26301 GC-S-D
Butera, J. E. CNG Tower, Pittsburgh, PA 15222
Carney, P. A. 1717 East Ninth Street, Cleveland, OH 44114
Causey, J. L. 5100 East Virginia Beach Blvd., Norfolk, VA 23502
Chamberlain, A. R. 5100 East Virginia Beach Blvd., Norfolk, VA 23502
Chandler, N. F. CNG Tower, Pittsburgh, PA 15222
Clay, J. A. 1450 Poydras Street, New Orleans, LA 70112
Connell, D. W. CNG Tower, Pittsburgh, PA 15222
Connolly, J. W. 600 Grant Street, Pittsburgh, PA 15230
Crittenden, J. A. One Park Ridge Center, Pittsburgh, PA 15244 S-r S S
Cuccinelli, K. T. CNG Tower, Pittsburgh, PA 15222 VP-D
Curia, J. A. 445 West Main Street, Clarksburg, WV 26301
Davidson, G. A., Jr. CNG Tower, Pittsburgh, PA 15222
Dodd, T. E. CNG Tower, Pittsburgh, PA 15222 D
Dzuricky, D. J. CNG Tower, Pittsburgh, PA 15222 T-D
Elliott, R. S. Bank One Center, West, Clarksburg, WV 26302
Fellabom, J. R. 625 Liberty Avenue, Pittsburgh, PA 15222
Fickenscher, D. A. 5100 East Virginia Beach Blvd., Norfolk, VA 23502
Fink, J. L. CNG Tower, Pittsburgh, PA 15222
Flinn, J. A. 625 Liberty Avenue, Pittsburgh, PA 15222
Fox, W. A. 5100 East Virginia Beach Blvd., Norfolk, VA 23502
Fratangelo, R. D. CNG Tower, Pittsburgh, PA 15222
Frink, J. L. 625 Liberty Avenue, Pittsburgh, PA 15222
Fritsche, W. F., Jr. 1717 East Ninth Street, Cleveland, OH 44114
Funk, C. T., Jr. One Park Ridge Center, Pittsburgh, PA 15244 VP-D-r VP-D
Garbe, T. F. CNG Tower, Pittsburgh, PA 15222
Garrett, J. W. CNG Tower, Pittsburgh, PA 15222
George, S. G. 625 Liberty Avenue, Pittsburgh, PA 15222
Gifford, R. R. One Park Ridge Center, Pittsburgh, PA 15244 P-D-r P-D
Greer, M. D. 445 West Main Street, Clarksburg, WV 26301
Gregg, P. P. 1450 Poydras Street, New Orleans, LA 70112
Grone, J. A. 319 West Market Street, Lima, OH 45802
Groves, R. J. 787 Seventh Avenue, New York, NY 10019
Haas, R. A., Jr. CNG Tower, Pittsburgh, PA 15222
Halbritter, M. A. Bank One Center, West, Clarksburg, WV 26302
Hickly, G. J., Jr. One Park Ridge Center, Pittsburgh, PA 15244 Cn-T-r T
Hunt, D. P. 1450 Poydras Street, New Orleans, LA 70112
Hunter, W. R. 5100 East Virginia Beach Blvd., Norfolk, VA 23502
Jacquet, T. J. 1450 Poydras Street, New Orleans, LA 70112
Jeffries, G. A. One Park Ridge Center, Pittsburgh, PA 15244 AS-r AS
Johns, D. M., Jr. 1450 Poydras Street, New Orleans, LA 70112
Johnson, L. D. CNG Tower, Pittsburgh, PA 15222 P-D P-D
Jones, B. E. 1819 L Street, N.W., Washington, DC 20036
Jones, P. L. One Park Ridge Center, Pittsburgh, PA 15244 VP-D-r
Keiffer, J. D. One Park Ridge Center, Pittsburgh, PA 15244 VP-D-r
Kleinpeter, K. P. 1450 Poydras Street, New Orleans, LA 70112
Klink, B. C. 1717 East Ninth Street, Cleveland, OH 44114
Kossler, J. R. 1717 East Ninth Street, Cleveland, OH 44114
<FN>
* See page 17 for certain changes effective January 1, 1995.
Position symbol key appears on page 16.
</TABLE>
11.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS
<TABLE>
Part I. Names, principal business address and positions held as of December 31, 1994* (Continued)
<CAPTION>
Name of System Companies with Which Connected
CNG CNG
Coal Financial
<S> <C> <C> <C>
Alderman, T. R. 319 West Market Street, Lima, OH 45802
Ammons, S. W. 625 Liberty Avenue, Pittsburgh, PA 15222
Atkinson, S. L. 445 West Main Street, Clarksburg, WV 26301
Baril, D. C. 1450 Poydras Street, New Orleans, LA 70112 S
Barrack, W. S., Jr. 781 Weed Street, New Canaan, CT 06840
Bartels, M. G. 1717 East Ninth Street, Cleveland, OH 44114
Bean, R. J., Jr. Bank One Center, West, Clarksburg, WV 26302
Beckert, W. E. 625 Liberty Avenue, Pittsburgh, PA 15222
Beorn, P. F., Jr. Bank One Center, West, Clarksburg, WV 26302
Birnbaum, S. 1717 East Ninth Street, Cleveland, OH 44114
Borneman, D. W. CNG Tower, Pittsburgh, PA 15222
Boswell, W. P. 625 Liberty Avenue, Pittsburgh, PA 15222
Brakeman, B. F. 1717 East Ninth Street, Cleveland, OH 44114
Brink, G. R. 500 J. Clyde Morris Blvd., Newport News, VA 23601
Brown, H. E. 445 West Main Street, Clarksburg, WV 26301
Butera, J. E. CNG Tower, Pittsburgh, PA 15222
Carney, P. A. 1717 East Ninth Street, Cleveland, OH 44114
Causey, J. L. 5100 East Virginia Beach Blvd., Norfolk, VA 23502
Chamberlain, A. R. 5100 East Virginia Beach Blvd., Norfolk, VA 23502
Chandler, N. F. CNG Tower, Pittsburgh, PA 15222 S-D
Clay, J. A. 1450 Poydras Street, New Orleans, LA 70112
Connell, D. W. CNG Tower, Pittsburgh, PA 15222
Connolly, J. W. 600 Grant Street, Pittsburgh, PA 15230
Crittenden, J. A. One Park Ridge Center, Pittsburgh, PA 15244
Cuccinelli, K. T. CNG Tower, Pittsburgh, PA 15222
Curia, J. A. 445 West Main Street, Clarksburg, WV 26301
Davidson, G. A., Jr. CNG Tower, Pittsburgh, PA 15222
Dodd, T. E. CNG Tower, Pittsburgh, PA 15222
Dzuricky, D. J. CNG Tower, Pittsburgh, PA 15222 VP-GM-D
Elliott, R. S. Bank One Center, West, Clarksburg, WV 26302
Fellabom, J. R. 625 Liberty Avenue, Pittsburgh, PA 15222
Fickenscher, D. A. 5100 East Virginia Beach Blvd., Norfolk, VA 23502
Fink, J. L. CNG Tower, Pittsburgh, PA 15222
Flinn, J. A. 625 Liberty Avenue, Pittsburgh, PA 15222
Fox, W. A. 5100 East Virginia Beach Blvd., Norfolk, VA 23502
Fratangelo, R. D. CNG Tower, Pittsburgh, PA 15222 D
Frink, J. L. 625 Liberty Avenue, Pittsburgh, PA 15222
Fritsche, W. F., Jr. 1717 East Ninth Street, Cleveland, OH 44114
Funk, C. T., Jr. One Park Ridge Center, Pittsburgh, PA 15244
Garbe, T. F. CNG Tower, Pittsburgh, PA 15222
Garrett, J. W. CNG Tower, Pittsburgh, PA 15222
George, S. G. 625 Liberty Avenue, Pittsburgh, PA 15222
Gifford, R. R. One Park Ridge Center, Pittsburgh, PA 15244
Greer, M. D. 445 West Main Street, Clarksburg, WV 26301
Gregg, P. P. 1450 Poydras Street, New Orleans, LA 70112 VP-T-D
Grone, J. A. 319 West Market Street, Lima, OH 45802
Groves, R. J. 787 Seventh Avenue, New York, NY 10019
Haas, R. A., Jr. CNG Tower, Pittsburgh, PA 15222
Halbritter, M. A. Bank One Center, West, Clarksburg, WV 26302
Hickly, G. J., Jr. One Park Ridge Center, Pittsburgh, PA 155222
Hunt, D. P. 1450 Poydras Street, New Orleans, LA 70112 P-D
Hunter, W. R. 5100 East Virginia Beach Blvd., Norfolk, VA 23502
Jacquet, T. J. 1450 Poydras Street, New Orleans, LA 70112
Jeffries, G. A. One Park Ridge Center, Pittsburgh, PA 15244
Johns, D. M., Jr. 1450 Poydras Street, New Orleans, LA 70112 GC-AS
Johnson, L. D. CNG Tower, Pittsburgh, PA 15222 SVP-D P-D
Jones, B. E. 1819 L Street, N.W., Washington, DC 20036
Jones, P. L. One Park Ridge Center, Pittsburgh, PA 15244
Keiffer, J. D. One Park Ridge Center, Pittsburgh, PA 15244
Kleinpeter, K. P. 1450 Poydras Street, New Orleans, LA 70112
Klink, B. C. 1717 East Ninth Street, Cleveland, OH 44114
Kossler, J. R. 1717 East Ninth Street, Cleveland, OH 44114
<FN>
* See page 17 for certain changes effective January 1, 1995.
Position symbol key appears on page 16.
</TABLE>
12.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued)
<TABLE>
<CAPTION>
Name of System Companies with Which Connected
East
Parent Service CNG Hope Ohio
Company Company Transmission Gas Gas
<S> <C> <C> <C> <C> <C> <C>
Leber, J. W. 1450 Poydras Street, New Orleans, LA 70112
Lego, P. E. One PPG Place, Suite 2210, Pittsburgh, PA 15222 D-df
Lepionka, R. L. CNG Tower, Pittsburgh, PA 15222 r
Levitt, T. Cumnock 300, Boston, MA 02163 D-df
Lewis, F. C. 1717 East Ninth Street, Cleveland, OH 44114 S-AcGC-r
Lindsey, B. M., Jr. 625 Liberty Avenue, Pittsburgh, PA 15222
Long, K. R. 1717 East Ninth Street, Cleveland, OH 44114 VP-GC-
AS-r
Madden, D. G. CNG Tower, Pittsburgh, PA 15222 AVP-r
Magnuson, M. G. 1819 L Street, N.W., Washington, DC 20036 VP-AtGC-r
Maloy, R. J. CNG Tower, Pittsburgh, PA 15222 AVP-r
Manley, M. J. 445 West Main Street, Clarksburg, WV 26301 AT-r AT
McGreevy, S. R. CNG Tower, Pittsburgh, PA 15222 VP VP-r
McKenna, M. A. 29 Everett Street, Cambridge, MA 02138 D-df
McKeown, L. J. CNG Tower, Pittsburgh, PA 15222 S S-r
Meyer, D. S. 625 Liberty Avenue, Pittsburgh, PA 15222
Millet, D. G. 1450 Poydras Street, New Orleans, LA 70112
Minter, S. A. 1400 Hanna Building, Cleveland, OH 44115 D-df
Neel, T. H. 1450 Poydras Street, New Orleans, LA 70112
Newland, T. D. 1717 East Ninth Street, Cleveland, OH 44114 VP-r
Nicholas, G. A. Bank One Center, West, Clarksburg, WV 26302 VP-D-r
Nichols, C. J. 1450 Poydras Street, New Orleans, LA 70112
Nichols, J. F. 1450 Poydras Street, New Orleans, LA 70112
Owens, R. M. Bank One Center, West, Clarksburg, WV 26302 VP-D-r
Peirson, W. R. 355 Carriage Way, Deerfield, IL 60015 D-df
Peters, M. H. 625 Liberty Avenue, Pittsburgh, PA 15222
Plusquellec, P. L. 1450 Poydras Street, New Orleans, LA 70112
Rizzo, J. V. CNG Tower, Pittsburgh, PA 15222 AVP-r
Roberts, C. E. 445 West Main Street, Clarksburg, WV 26301 AVP-r
Rutledge, D. B. 1450 Poydras Street, New Orleans, LA 70112
Sable, R. M., Jr. CNG Tower, Pittsburgh, PA 15222 SAT SAT-r
Schwartz, E. S. 625 Liberty Avenue, Pittsburgh, PA 15222
Sheets, R. G. 445 West Main Street, Clarksburg, WV 26301 VP-r
Shupe, P. M. 1717 East Ninth Street, Cleveland, OH 44114 VP-r
Simmons, R. P. 1000 Six PPG Place, Pittsburgh, PA 15222 D-df
Simon, J. M. 5100 East Virginia Beach Blvd., Norfolk, VA 23502
Slaby, J. B. 445 West Main Street, Clarksburg, WV 26301 VP-r
Smith, R. M. 625 Liberty Avenue, Pittsburgh, PA 15222
Sokoloski, B. J. 445 West Main Street, Clarksburg, WV 26301 SVP-D-r
Suttle, N. W., Jr. 445 West Main Street, Clarksburg, WV 26301 AT-r AT
Sweeney, P. J. 1717 East Ninth Street, Cleveland, OH 44114 T-r
Swenson, P. F. CNG Tower, Pittsburgh, PA 15222 r
Sypolt, G. L. 445 West Main Street, Clarksburg, WV 26301 VP-D-r
Taaffe, G. A., Jr. CNG Tower, Pittsburgh, PA 15222 AS VP-AtGC-r
Taylor, R. D. CNG Tower, Pittsburgh, PA 15222 AVP-r
Tibbott, J. M. CNG Tower, Pittsburgh, PA 15222 AVP-r
Tierney, F. R., III CNG Tower, Pittsburgh, PA 15222 VP-r
Timms, L. J., Jr. 445 West Main Street, Clarksburg, WV 26301 D P-D-r
Tower, T. N. 1717 East Ninth Street, Cleveland, OH 44114 VP-r
Usaj, J. S. CNG Tower, Pittsburgh, PA 15222 VP-r
Vuchetich, M. K. 319 West Market Street, Lima, OH 45802
Westfall, D. M. 445 West Main Street, Clarksburg, WV 26301 SVP-T-D-r T
Whitehurst, G. W. 401 College Place, Norfolk, VA 23510
Whitlinger, M. M. CNG Tower, Pittsburgh, PA 15222 AT AT-r
Williams, S. E. CNG Tower, Pittsburgh, PA 15222 SVP-GC SVP-GC-r
Witter, D. J. City Loan Building, Lima, OH 45802
Wright, C. L. 5100 East Virginia Beach Blvd., Norfolk, VA 23502
Wright, R. E. 625 Liberty Avenue, Pittsburgh, PA 15222 D
Wyse, L. 22 West 23rd Street, New York, NY 10019 D-df
Yoho, M. L. 445 West Main Street, Clarksburg, WV 26301 SVP-D-r
<FN>
Position symbol key appears on page 16.
</TABLE>
13.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued)
<TABLE>
<CAPTION>
Name of System Companies with Which Connected
Peoples Virginia West
Natural Natural Ohio CNG CNG
Gas Gas Gas Producing Energy
<S> <C> <C> <C> <C> <C> <C>
Leber, J. W. 1450 Poydras Street, New Orleans, LA 70112 VP-r
Lego, P. E. One PPG Place, Suite 2210, Pittsburgh, PA 15222
Lepionka, R. L. CNG Tower, Pittsburgh, PA 15222 AT
Levitt, T. Cumnock 300, Boston, MA 02163
Lewis, F. C. 1717 East Ninth Street, Cleveland, OH 44114
Lindsey, B. M., Jr. 625 Liberty Avenue, Pittsburgh, PA 15222 AT-r
Long, K. R. 1717 East Ninth Street, Cleveland, OH 44114
Madden, D. G. CNG Tower, Pittsburgh, PA 15222
Magnuson, M. G. 1819 L Street, N.W., Washington, DC 20036
Maloy, R. J. CNG Tower, Pittsburgh, PA 15222
Manley, M. J. 445 West Main Street, Clarksburg, WV 26301
McGreevy, S. R. CNG Tower, Pittsburgh, PA 15222 D
McKenna, M. A. 29 Everett Street, Cambridge, MA 02138
McKeown, L. J. CNG Tower, Pittsburgh, PA 15222 AS AS
Meyer, D. S. 625 Liberty Avenue, Pittsburgh, PA 15222 VP-D-r
Millet, D. G. 1450 Poydras Street, New Orleans, LA 70112 AT-r
Minter, S. A. 1400 Hanna Building, Cleveland, OH 44115
Neel, T. H. 1450 Poydras Street, New Orleans, LA 70112 SVP-D-r
Newland, T. D. 1717 East Ninth Street, Cleveland, OH 44114 D
Nicholas, G. A. Bank One Center, West, Clarksburg, WV 26302
Nichols, C. J. 1450 Poydras Street, New Orleans, LA 70112 AT-r
Nichols, J. F. 1450 Poydras Street, New Orleans, LA 70112 VP-r
Owens, R. M. Bank One Center, West, Clarksburg, WV 26302
Peirson, W. R. 355 Carriage Way, Deerfield, IL 60015
Peters, M. H. 625 Liberty Avenue, Pittsburgh, PA 15222 r
Plusquellec, P. L. 1450 Poydras Street, New Orleans, LA 70112 VP-D-r
Rizzo, J. V. CNG Tower, Pittsburgh, PA 15222
Roberts, C. E. 445 West Main Street, Clarksburg, WV 26301
Rutledge, D. B. 1450 Poydras Street, New Orleans, LA 70112 r
Sable, R. M., Jr. CNG Tower, Pittsburgh, PA 15222
Schwartz, E. S. 625 Liberty Avenue, Pittsburgh, PA 15222 r
Sheets, R. G. 445 West Main Street, Clarksburg, WV 26301
Shupe, P. M. 1717 East Ninth Street, Cleveland, OH 44114
Simmons, R. P. 1000 Six PPG Place, Pittsburgh, PA 15222
Simon, J. M. 5100 East Virginia Beach Blvd., Norfolk, VA 23502 Cn-AT-AS-r
Slaby, J. B. 445 West Main Street, Clarksburg, WV 26301
Smith, R. M. 625 Liberty Avenue, Pittsburgh, PA 15222 VP-D-r
Sokoloski, B. J. 445 West Main Street, Clarksburg, WV 26301
Suttle, N. W., Jr. 445 West Main Street, Clarksburg, WV 26301
Sweeney, P. J. 1717 East Ninth Street, Cleveland, OH 44114
Swenson, P. F. CNG Tower, Pittsburgh, PA 15222
Sypolt, G. L. 445 West Main Street, Clarksburg, WV 26301
Taaffe, G. A., Jr. CNG Tower, Pittsburgh, PA 15222 D
Taylor, R. D. CNG Tower, Pittsburgh, PA 15222
Tibbott, J. M. CNG Tower, Pittsburgh, PA 15222
Tierney, F. R., III CNG Tower, Pittsburgh, PA 15222
Timms, L. J., Jr. 445 West Main Street, Clarksburg, WV 26301
Tower, T. N. 1717 East Ninth Street, Cleveland, OH 44114
Usaj, J. S. CNG Tower, Pittsburgh, PA 15222
Vuchetich, M. K. 319 West Market Street, Lima, OH 45802 VP-GM-D-r
Westfall, D. M. 445 West Main Street, Clarksburg, WV 26301
Whitehurst, G. W. 401 College Place, Norfolk, VA 23510 D-df
Whitlinger, M. M. CNG Tower, Pittsburgh, PA 15222
Williams, S. E. CNG Tower, Pittsburgh, PA 15222
Witter, D. J. City Loan Building, Lima, OH 45802 GC
Wright, C. L. 5100 East Virginia Beach Blvd., Norfolk, VA 23502 VP-r
Wright, R. E. 625 Liberty Avenue, Pittsburgh, PA 15222 P-D-r
Wyse, L. 22 West 23rd Street, New York, NY 10019
Yoho, M. L. 445 West Main Street, Clarksburg, WV 26301
<FN>
Position symbol key appears on page 16.
</TABLE>
14.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued)
<TABLE>
<CAPTION>
Name of System Companies with Which Connected
CNG CNG
Energy Power CNG Consolidated CNG
Services Services Storage LNG Research
<S> <C> <C> <C> <C> <C> <C>
Leber, J. W. 1450 Poydras Street, New Orleans, LA 70112
Lego, P. E. One PPG Place, Suite 2210, Pittsburgh, PA 15222
Lepionka, R. L. CNG Tower, Pittsburgh, PA 15222 AT AT
Levitt, T. Cumnock 300, Boston, MA 02163
Lewis, F. C. 1717 East Ninth Street, Cleveland, OH 44114
Lindsey, B. M., Jr. 625 Liberty Avenue, Pittsburgh, PA 15222
Long, K. R. 1717 East Ninth Street, Cleveland, OH 44114
Madden, D. G. CNG Tower, Pittsburgh, PA 15222
Magnuson, M. G. 1819 L Street, N.W., Washington, DC 20036
Maloy, R. J. CNG Tower, Pittsburgh, PA 15222
Manley, M. J. 445 West Main Street, Clarksburg, WV 26301 AT
McGreevy, S. R. CNG Tower, Pittsburgh, PA 15222 D
McKenna, M. A. 29 Everett Street, Cambridge, MA 02138
McKeown, L. J. CNG Tower, Pittsburgh, PA 15222
Meyer, D. S. 625 Liberty Avenue, Pittsburgh, PA 15222
Millet, D. G. 1450 Poydras Street, New Orleans, LA 70112
Minter, S. A. 1400 Hanna Building, Cleveland, OH 44115
Neel, T. H. 1450 Poydras Street, New Orleans, LA 70112
Newland, T. D. 1717 East Ninth Street, Cleveland, OH 44114
Nicholas, G. A. Bank One Center, West, Clarksburg, WV 26302
Nichols, C. J. 1450 Poydras Street, New Orleans, LA 70112
Nichols, J. F. 1450 Poydras Street, New Orleans, LA 70112
Owens, R. M. Bank One Center, West, Clarksburg, WV 26302 AT
Peirson, W. R. 355 Carriage Way, Deerfield, IL 60015
Peters, M. H. 625 Liberty Avenue, Pittsburgh, PA 15222 AS
Plusquellec, P. L. 1450 Poydras Street, New Orleans, LA 70112
Rizzo, J. V. CNG Tower, Pittsburgh, PA 15222
Roberts, C. E. 445 West Main Street, Clarksburg, WV 26301
Rutledge, D. B. 1450 Poydras Street, New Orleans, LA 70112
Sable, R. M., Jr. CNG Tower, Pittsburgh, PA 15222 AT
Schwartz, E. S. 625 Liberty Avenue, Pittsburgh, PA 15222 VP-GM-D
Sheets, R. G. 445 West Main Street, Clarksburg, WV 26301
Shupe, P. M. 1717 East Ninth Street, Cleveland, OH 44114
Simmons, R. P. 1000 Six PPG Place, Pittsburgh, PA 15222
Simon, J. M. 5100 East Virginia Beach Blvd., Norfolk, VA 23502
Slaby, J. B. 445 West Main Street, Clarksburg, WV 26301
Smith, R. M. 625 Liberty Avenue, Pittsburgh, PA 15222
Sokoloski, B. J. 445 West Main Street, Clarksburg, WV 26301
Suttle, N. W., Jr. 445 West Main Street, Clarksburg, WV 26301 AT
Sweeney, P. J. 1717 East Ninth Street, Cleveland, OH 44114
Swenson, P. F. CNG Tower, Pittsburgh, PA 15222 VP-GM-D
Sypolt, G. L. 445 West Main Street, Clarksburg, WV 26301 VP-D
Taaffe, G. A., Jr. CNG Tower, Pittsburgh, PA 15222 AS
Taylor, R. D. CNG Tower, Pittsburgh, PA 15222
Tibbott, J. M. CNG Tower, Pittsburgh, PA 15222
Tierney, F. R., III CNG Tower, Pittsburgh, PA 15222
Timms, L. J., Jr. 445 West Main Street, Clarksburg, WV 26301 P-D
Tower, T. N. 1717 East Ninth Street, Cleveland, OH 44114
Usaj, J. S. CNG Tower, Pittsburgh, PA 15222
Vuchetich, M. K. 319 West Market Street, Lima, OH 45802
Westfall, D. M. 445 West Main Street, Clarksburg, WV 26301 VP-T-D T-D
Whitehurst, G. W. 401 College Place, Norfolk, VA 23510
Whitlinger, M. M. CNG Tower, Pittsburgh, PA 15222 AT
Williams, S. E. CNG Tower, Pittsburgh, PA 15222 GC-S-D D
Witter, D. J. City Loan Building, Lima, OH 45802
Wright, C. L. 5100 East Virginia Beach Blvd., Norfolk, VA 23502
Wright, R. E. 625 Liberty Avenue, Pittsburgh, PA 15222
Wyse, L. 22 West 23rd Street, New York, NY 10019
Yoho, M. L. 445 West Main Street, Clarksburg, WV 26301 VP-D
<FN>
Position symbol key appears on page 16.
</TABLE>
15.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued)
<TABLE>
<CAPTION>
Name of System Companies with Which Connected
CNG CNG
Coal Financial
<S> <C> <C> <C>
Leber, J. W. 1450 Poydras Street, New Orleans, LA 70112
Lego, P. E. One PPG Place, Suite 2210, Pittsburgh, PA 15222
Lepionka, R. L. CNG Tower, Pittsburgh, PA 15222
Levitt, T. Cumnock 300, Boston, MA 02163
Lewis, F. C. 1717 East Ninth Street, Cleveland, OH 44114
Lindsey, B. M., Jr. 625 Liberty Avenue, Pittsburgh, PA 15222
Long, K. R. 1717 East Ninth Street, Cleveland, OH 44114
Madden, D. G. CNG Tower, Pittsburgh, PA 15222
Magnuson, M. G. 1819 L Street, N.W., Washington, DC 20036
Maloy, R. J. CNG Tower, Pittsburgh, PA 15222
Manley, M. J. 445 West Main Street, Clarksburg, WV 26301
McGreevy, S. R. CNG Tower, Pittsburgh, PA 15222
McKenna, M. A. 29 Everett Street, Cambridge, MA 02138
McKeown, L. J. CNG Tower, Pittsburgh, PA 15222
Meyer, D. S. 625 Liberty Avenue, Pittsburgh, PA 15222
Millet, D. G. 1450 Poydras Street, New Orleans, LA 70112 AT
Minter, S. A. 1400 Hanna Building, Cleveland, OH 44115
Neel, T. H. 1450 Poydras Street, New Orleans, LA 70112
Newland, T. D. 1717 East Ninth Street, Cleveland, OH 44114
Nicholas, G. A. Bank One Center, West, Clarksburg, WV 26302
Nichols, C. J. 1450 Poydras Street, New Orleans, LA 70112
Nichols, J. F. 1450 Poydras Street, New Orleans, LA 70112 D
Owens, R. M. Bank One Center, West, Clarksburg, WV 26302
Peirson, W. R. 355 Carriage Way, Deerfield, IL 60015
Peters, M. H. 625 Liberty Avenue, Pittsburgh, PA 15222 AS
Plusquellec, P. L. 1450 Poydras Street, New Orleans, LA 70112 VP-D
Rizzo, J. V. CNG Tower, Pittsburgh, PA 15222
Roberts, C. E. 445 West Main Street, Clarksburg, WV 26301
Rutledge, D. B. 1450 Poydras Street, New Orleans, LA 70112 AS
Sable, R. M., Jr. CNG Tower, Pittsburgh, PA 15222 T
Schwartz, E. S. 625 Liberty Avenue, Pittsburgh, PA 15222
Sheets, R. G. 445 West Main Street, Clarksburg, WV 26301
Shupe, P. M. 1717 East Ninth Street, Cleveland, OH 44114
Simmons, R. P. 1000 Six PPG Place, Pittsburgh, PA 15222
Simon, J. M. 5100 East Virginia Beach Blvd., Norfolk, VA 23502
Slaby, J. B. 445 West Main Street, Clarksburg, WV 26301
Smith, R. M. 625 Liberty Avenue, Pittsburgh, PA 15222
Sokoloski, B. J. 445 West Main Street, Clarksburg, WV 26301
Suttle, N. W., Jr. 445 West Main Street, Clarksburg, WV 26301
Sweeney, P. J. 1717 East Ninth Street, Cleveland, OH 44114
Swenson, P. F. CNG Tower, Pittsburgh, PA 15222
Sypolt, G. L. 445 West Main Street, Clarksburg, WV 26301
Taaffe, G. A., Jr. CNG Tower, Pittsburgh, PA 15222 AS
Taylor, R. D. CNG Tower, Pittsburgh, PA 15222
Tibbott, J. M. CNG Tower, Pittsburgh, PA 15222
Tierney, F. R., III CNG Tower, Pittsburgh, PA 15222
Timms, L. J., Jr. 445 West Main Street, Clarksburg, WV 26301
Tower, T. N. 1717 East Ninth Street, Cleveland, OH 44114
Usaj, J. S. CNG Tower, Pittsburgh, PA 15222
Vuchetich, M. K. 319 West Market Street, Lima, OH 45802
Westfall, D. M. 445 West Main Street, Clarksburg, WV 26301
Whitehurst, G. W. 401 College Place, Norfolk, VA 23510
Whitlinger, M. M. CNG Tower, Pittsburgh, PA 15222
Williams, S. E. CNG Tower, Pittsburgh, PA 15222
Witter, D. J. City Loan Building, Lima, OH 45802
Wright, C. L. 5100 East Virginia Beach Blvd., Norfolk, VA 23502
Wright, R. E. 625 Liberty Avenue, Pittsburgh, PA 15222
Wyse, L. 22 West 23rd Street, New York, NY 10019
Yoho, M. L. 445 West Main Street, Clarksburg, WV 26301
<FN>
P O S I T I O N S Y M B O L K E Y
CB - Chairman of the Board T - Treasurer AVP - Assistant Vice President AtGC - Assistant General Counsel
P - President Cn - Controller AS - Assistant Secretary GM - General Manager
EVP - Executive Vice President D - Director SAT - Senior Assistant Treasurer r - Remuneration
SVP - Senior Vice President CFO - Chief Financial Officer AT - Assistant Treasurer df - Directors' fees
VP - Vice President GC - General Counsel AcGC - Associate General Counsel
S - Secretary SAVP - Senior Assistant Vice
President
</TABLE>
16.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued)
Changes effective January 1, 1995
_________________________________
The information presented in the tables on pages 9 through 16 is as of
December 31, 1994. The following changes to the Parent Company officers
were made effective January 1, 1995: L. D. Johnson was elected Vice Chairman
and Chief Financial Officer and D. M. Westfall was elected Senior Vice
President, Financial. These officers also serve in the same capacity with the
Service Company.
17
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Continued)
Part II. Banking connections
Information concerning all officers and Directors of each system company who
have financial connections within the provisions of Section 17(c) of the
Public Utility Holding Company Act of 1935 as of December 31, 1994, follows:
______________________________________________________________________________
Name and Location Position Held Applicable
Name of Officer of Financial in Financial Exemption
or Director Institution Institution Rule
______________________________________________________________________________
R. J. Bean, Jr. Huntington National Bank, Director 70
West Virginia (c)(f)
Morgantown, West Virginia
J. W. Connolly Mellon Bank Corporation* and Director 70
Mellon Bank, N.A. (a)
Pittsburgh, Pennsylvania
G. A. Davidson, Jr. PNC Bank Corp. Director 70
Pittsburgh, Pennsylvania (a)(c)(e)(f)
R. R. Gifford National City Bank Director 70
Cleveland, Ohio (c)(f)
T. Levitt Sanford C. Bernstein Fund, Inc. Director 70
New York, New York (b)
S. A. Minter Key Corp. Director 70
Cleveland, Ohio (a)
W. R. Peirson American National Corporation* Director 70
and American National Bank (b)
& Trust Company of Chicago
Chicago, Illinois
R. P. Simmons PNC Bank Corp. Director 70
Pittsburgh, Pennsylvania (a)
L. J. Timms, Jr. One Valley Bank of Director 70
Clarksburg, N.A. (c)(f)
Clarksburg, West Virginia
G. W. Whitehurst Signet Bank-Hampton Roads Advisory 70
Norfolk, Virginia Director (c)
* Bank holding company.
______________________________________________________________________________
Part III. Compensation and other related information
(a) The compensation of Directors and executive officers of system companies:
Information concerning the compensation of the five highest paid Directors and
executive officers of the system (with all subsidiaries treated as divisions)
for the year 1994 is included in the Registrant's "Notice of Annual Meeting
and Proxy Statement, 1995" which is filed as Exhibit F.(3) to this Form U5S.
Information presented under the captions "COMPENSATION OF EXECUTIVE OFFICERS -
SUMMARY COMPENSATION TABLE" on page 12, and "NON-EMPLOYEE DIRECTORS'
COMPENSATION" on page 18, in such proxy statement is hereby incorporated by
reference.
18.
<PAGE>
ITEM 6. OFFICERS AND DIRECTORS (Concluded)
(b) Their interest in the securities of system companies including options or
other rights to acquire securities:
Information concerning the interest of Directors and executive officers in the
securities of system companies, including options or other rights to acquire
securities, is included in the Registrant's "Notice of Annual Meeting and
Proxy Statement, 1995" which is filed as Exhibit F.(3) to this Form U5S.
Information presented under the following captions in such proxy statement is
hereby incorporated by reference: "SECURITY OWNERSHIP OF DIRECTORS AND
OFFICERS" on page 11; "OPTION GRANTS IN LAST FISCAL YEAR" on page 13;
"AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND DECEMBER 31, 1994,
YEAR-END OPTION VALUES" on page 14; and "LONG-TERM INCENTIVE PLAN AWARDS IN
THE LAST FISCAL YEAR" on page 14.
(c) Their contracts and transactions with system companies:
Information concerning the contracts and transactions by Directors and
executive officers with system companies is included in the Registrant's
"Notice of Annual Meeting and Proxy Statement, 1995" which is filed as Exhibit
F.(3) to this Form U5S. Information presented under the caption "COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION" on pages 18 and 19 in such
proxy statement is hereby incorporated by reference.
(d) Their indebtedness to system companies:
None.
(e) Their participation in bonus and profit-sharing arrangements and other
benefits:
Information concerning the participation by Directors and executive officers
in other benefits is included in the Registrant's "Notice of Annual Meeting
and Proxy Statement, 1995" which is filed as Exhibit F.(3) to this Form U5S.
Information presented under the captions "LIFE INSURANCE AND RELATED BENEFIT
PLANS" on page 19, and "RETIREMENT PROGRAMS" on pages 19 and 20, in such proxy
statement is hereby incorporated by reference.
(f) Their rights to indemnification:
Pursuant to Section 145 of the General Corporation Law of the State of
Delaware, in which the Company is incorporated, the Company's by-laws indemnify
any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or
in the right of the Company) by reason of the fact that he is or was a
Director, officer, employee or agent of the Company, or is or was serving at
the request of the Company as a Director, officer, employee or agent, against
expenses (including attorneys' fees), judgment, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
The Company also purchases directors and officers liability insurance with
limits of $150 million, and, in recognition of the scope of the foregoing
by-law indemnification, certain other errors and omissions and general
liability insurance coverages which are applicable to all employees as
insureds, including Directors and officers.
19.
<PAGE>
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS
Tabulated below for each system company are the expenditures, disbursements,
or payments made during the year 1994, directly or indirectly, to or for the
account of any citizens group, or public relations counsel. There were no
payments made to any political party, candidate for public office or holder of
such office, or any committee or agent therefor by the system companies during
the year 1994.
<TABLE>
<CAPTION>
________________________________________________________________________________
_____________________________
Accounts Charged
Name of Name or Number of
Per Books of
Company Beneficiary(ies) Purpose
Disbursing Company Amount
________________________________________________________________________________
_____________________________
<S> <C> <C> <C>
<C>
Parent Company Three beneficiaries Civic Other
income deductions $ 3,379
East Ohio Gas Ten beneficiaries Civic Other
income deductions $ 12,850
Peoples Natural Gas One beneficiary Public information Other
income deductions $ 250
West Ohio Gas One beneficiary Public information
Operating expenses $ 25
CNG Producing One beneficiary Civic
Operating expenses $ 7,500
CNG Energy Services One beneficiary Civic
Operating expenses $ 100
________________________________________________________________________________
_____________________________
</TABLE>
The information set forth above with respect to the subsidiary companies of the
Parent Company is based upon memoranda submitted to the Parent Company for such
purpose by each of its subsidiary companies, which memoranda are in the
certified form required by Instruction 2 to ITEM 7. The Parent Company is
preserving such memoranda.
20.
<PAGE>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I. Contracts for services, including engineering or construction
services, or goods supplied or sold between system companies during
the year 1994 are as follows:
<TABLE>
<CAPTION>
________________________________________________________________________________
_________________________
Date of
Contract(s)
Transaction (Note 1) Serving Company Receiving Company
Compensation (Note 2)
________________________________________________________________________________
_________________________
<S> <C> <C> <C>
<C>
Aircraft services CNG Transmission Hope Gas $
32,999 Note 3
Aircraft services CNG Transmission CNG Producing $
4,287 Note 3
Management services CNG Transmission Hope Gas
$4,831,463 January 1, 1984
Management services CNG Transmission CNG Energy Company $
149,753 Note 4
Management services CNG Producing CNG Energy Services $
445,291 October 1, 1990
Management services CNG Producing CNG Transmission $
152,030 December 15, 1981
Management and repair
services and supplies East Ohio Gas West Ohio Gas $
268,000 December 2, 1969
________________________________________________________________________________
_________________________
</TABLE>
Notes:
(1) Contracts for aircraft and management services with aggregate
consideration passing between the same companies of less than $100,000
have been omitted.
(2) All contracts were in effect at December 31, 1994, except as noted.
(3) Aircraft service contracts are dated May 1, 1984 and February 17, 1992.
(4) Contract pending.
Part II. Contracts to purchase services or goods between any system company
and any affiliate (other than a system company) or any company in
which any officer or director of the receiving company is a partner
or owns 5 percent or more of any class of equity securities:
None.
Part III. Employment of any person by any system company for the performance
on a continuing basis of management, supervisory or financial
advisory services:
None.
21.
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
Part I. Information concerning the interests held by system companies in
exempt wholesale generators or foreign utility companies:
(a) Information concerning the interests held by system companies in an
exempt wholesale generator (EWG) follows. System companies do not have an
interest in any foreign utility companies.
Company Name: Lakewood Cogeneration, L.P.
Location of Facility: Lakewood, New Jersey
Business Address: c/o CMS Hydra-Co Enterprises, Inc.
Fairlane Plaza South
330 Town Center Drive
Suite 1000
Dearborn, MI 48126-2712
The Lakewood EWG facility (Facility) is a 237-megawatt combined-cycle, gas-
fired facility, dispatchable by Jersey Central Power & Light Company (JCP&L)
via the Pennsylvania-Jersey-Maryland grid. The Facility uses 2 gas turbines,
2 heat recovery steam generators, and 1 steam turbine generator. Fuel oil is
used as a back-up fuel. The Facility is directly connected to a JCP&L
switchyard, which is the point of sale for the electricity. The Facility
commenced commercial operations in November 1994.
CNG Power Company (formerly CNG Energy Company), a wholly owned subsidiary of
the Registrant, holds directly a 34 percent limited partnership interest in
Lakewood Cogeneration, L.P. (Lakewood Partnership). CNG Lakewood, Inc., a
wholly owned subsidiary of CNG Power Services Corporation, owns a 1 percent
general partnership interest in the Lakewood Partnership.
(b) At December 31, 1994, CNG's total investment in the project was
$18,738,000.
Upon conversion from the construction loan, the $211.0 million term loan for
the Facility will be nonrecourse to the partners.
CNG has guaranteed the equity contributions of CNG Power Company and CNG
Lakewood, including the additional equity contributions relating to possible
construction cost overruns. The total equity contributions guaranteed by CNG
amount to $23,350,000. Of CNG's total investment at December 31, 1994,
$11,234,000 represents equity contributions to the project.
There have been no transfers of assets from a CNG affiliate to the Facility.
(c) Since the conversion of the construction loan to the term loan has not
yet occurred, the capital structure at December 31, 1994 is 99.6 percent debt
and 0.4 percent equity. After conversion, the capital structure will be 80
percent debt and 20 percent equity.
The Lakewood Partnership had $907,776 in earnings for the year ended
December 31, 1994.
22.
<PAGE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES (Concluded)
(d) The Lakewood Partnership has an agreement with CNG Energy Services
whereby CNG Energy Services provides all fuel management services for the
Facility, including fuel procurement, transportation and administering the
contracts for the purchase, transportation and storage of the fuels for the
Facility. In addition to tolling fees based on the volumes of fuel used in
the facility, CNG Energy Services receives a monthly administration fee. This
fee, originally set at $6,250 per month, will be adjusted by the Gross
Domestic Product Deflator Ratio effective January 1 of each calendar year.
Part II. Relationship of exempt wholesale generators and foreign utility
companies to system companies, and financial data:
An organization chart showing the relationship of the Lakewood Partnership to
other system companies is filed as Exhibit G. to this Form U5S. Financial
statements of the Lakewood Partnership are filed as Exhibit H. to this Form
U5S.
Part III. Investment in exempt wholesale generators and foreign utility
companies:
At December 31, 1994, the Company's aggregate investment in the Lakewood
project amounted to $18,738,000. The Company has no investments in foreign
utility companies. The ratio of the aggregate investment in the Lakewood
project to the Registrant's aggregate capital investment in its domestic
public utility subsidiaries was 0.8 percent at December 31, 1994.
23.
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
INDEX
______________________________________________________________________________
Page
______________________________________________________________________________
Report of Independent Accountants . . . . . . . . . . . . . . . . 25
Consolidating Balance Sheet at December 31, 1994. . . . . . . . . 26
Consolidating Income Statement for the Year 1994. . . . . . . . . 36
Consolidating Statement of Retained Earnings for the Year 1994. . 41
Consolidating Statement of Cash Flows for the Year 1994 . . . . . 46
CNG TRANSMISSION CORPORATION:
Consolidating Balance Sheet . . . . . . . . . . . . . . . . . . 51
Consolidating Income Statement. . . . . . . . . . . . . . . . . 53
Consolidating Statement of Retained Earnings. . . . . . . . . . 54
Consolidating Statement of Cash Flows . . . . . . . . . . . . . 55
CNG PRODUCING COMPANY:
Consolidating Balance Sheet . . . . . . . . . . . . . . . . . . 56
Consolidating Income Statement. . . . . . . . . . . . . . . . . 58
Consolidating Statement of Retained Earnings. . . . . . . . . . 59
Consolidating Statement of Cash Flows . . . . . . . . . . . . . 60
CNG ENERGY COMPANY*:
Consolidating Balance Sheet . . . . . . . . . . . . . . . . . . 61
Consolidating Income Statement. . . . . . . . . . . . . . . . . 65
Consolidating Statement of Retained Earnings. . . . . . . . . . 67
Consolidating Statement of Cash Flows . . . . . . . . . . . . . 69
CNG POWER SERVICES CORPORATION:
Consolidating Balance Sheet . . . . . . . . . . . . . . . . . . 71
Consolidating Income Statement. . . . . . . . . . . . . . . . . 73
Consolidating Statement of Retained Earnings. . . . . . . . . . 74
Consolidating Statement of Cash Flows . . . . . . . . . . . . . 75
Notes to Consolidated Financial Statements for the Year 1994. . . **
* Effective January 16, 1995, CNG Energy Company was renamed CNG Power
Company.
** The Notes to Consolidated Financial Statements appearing on pages 51 to 77
of Consolidated Natural Gas Company's Annual Report on Form 10-K for the year
ended December 31, 1994, are incorporated herein by reference.
______________________________________________________________________________
Exhibits
A list of the exhibits is on page 76.
24.
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued)
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
Consolidated Natural Gas Company
In our opinion, the financial statements listed in the accompanying index on
page 24 present fairly, in all material respects, (1) the consolidated
financial position of Consolidated Natural Gas Company and its subsidiaries at
December 31, 1994, and the results of their operations and their cash flows
for the year then ended and (2) the financial position of Consolidated Natural
Gas Company (registrant) at December 31, 1994, and the results of its
operations and its cash flows for the year then ended, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted
our audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
Our audits were made for the purpose of forming an opinion on the consolidated
financial statements taken as a whole and the registrant's financial
statements. The consolidating information on pages 26 through 75 is presented
for purposes of complying with the requirements of the Public Utility Holding
Company Act of 1935 rather than to present financial position, results of
operations, and cash flows of the other individual companies. Accordingly, we
do not express an opinion on the financial position, results of operations and
cash flows of the individual companies other than the registrant. However,
the consolidating information on pages 26 through 75 has been subjected to the
auditing procedures applied in the audit of the consolidated financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the consolidated financial statements taken as a whole.
PRICE WATERHOUSE LLP
600 Grant Street
Pittsburgh, Pennsylvania 15219-9954
February 21, 1995
25.
<PAGE>
ITEM 10.
(Continued)
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING BALANCE SHEET
At December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
REGISTERED
CONSOLIDATED HOLDING
Consolidated COMPANY
Natural Gas Eliminations Consolidated
Company and and Combined Natural Gas
Assets Subsidiaries Adjustments* Total Company
<S> <C> <C> <C> <C>
PROPERTY, PLANT AND EQUIPMENT (Note 3)
Gas utility and other plant . . . . . . . . . . . . . . . . $ 4,546,753 $ (2,099) $ 4,548,852 $ -
Accumulated depreciation and amortization . . . . . . . . . (1,686,788) 349 (1,687,137) -
Net gas utility and other plant . . . . . . . . . . . 2,859,965 (1,750) 2,861,715 -
Exploration and production properties . . . . . . . . . . . 3,130,203 - 3,130,203 -
Accumulated depreciation and amortization . . . . . . . . . (1,963,522) 32,107 (1,995,629) -
Net exploration and production properties . . . . . . 1,166,681 32,107 1,134,574 -
Net property, plant and equipment . . . . . . . . . . 4,026,646 30,357 3,996,289 -
INVESTMENTS
Stocks of subsidiary companies, at equity - consolidated . - (2,374,768) 2,374,768 2,374,768
Notes of subsidiary companies - consolidated . . . . . . . - (1,142,317) 1,142,317 1,142,317
Total investments . . . . . . . . . . . . . . . . . . - (3,517,085) 3,517,085 3,517,085
CURRENT ASSETS
Cash and temporary cash investments . . . . . . . . . . . . 31,923 - 31,923 527
Accounts receivable
Customers . . . . . . . . . . . . . . . . . . . . . . . . 407,145 - 407,145 -
Unbilled revenues and other . . . . . . . . . . . . . . . 146,653 - 146,653 81
Allowance for doubtful accounts . . . . . . . . . . . . . (7,507) - (7,507) -
Receivables from affiliated companies - consolidated . . . - (775,148) 775,148 212,719
Inventories, at cost
Gas stored - current portion (LIFO method) (Note 7) . . . 190,196 (2,144) 192,340 -
Materials and supplies (average cost method) . . . . . . 35,072 - 35,072 -
Unrecovered gas costs (Note 2) . . . . . . . . . . . . . . 13,135 - 13,135 -
Deferred income taxes - current (Note 6) . . . . . . . . . 60,103 (110) 60,213 -
Prepayments and other current assets . . . . . . . . . . . 188,019 (3,752) 191,771 48,617
Total current assets . . . . . . . . . . . . . . . . . 1,064,739 (781,154) 1,845,893 261,944
REGULATORY AND OTHER ASSETS (Note 8)
Unamortized abandoned facilities . . . . . . . . . . . . . 40,955 - 40,955 -
Other investments . . . . . . . . . . . . . . . . . . . . . 54,682 - 54,682 -
Deferred charges and other assets (Notes 2, 5, 6 and 15) . 331,651 (81,212) 412,863 1,609
Total regulatory and other assets . . . . . . . . . . 427,288 (81,212) 508,500 1,609
Total assets . . . . . . . . . . . . . . . . . . . . . $ 5,518,673 $(4,349,094) $ 9,867,767 $3,780,638
<FN>
* The elimination journal entries pertaining to this consolidating financial statement are prepared in detail form, showing the
amounts pertaining to the Registrant and each subsidiary company, and are preserved with the Registrant's copy of this Form
U5S.
The Notes to Consolidated Financial Statements are an integral part of this statement and appear on pages 51 to 77 of Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference.
( ) denotes negative amount.
</TABLE>
26.
<PAGE>
ITEM 10.
(Continued)
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING BALANCE SHEET (Continued)
At December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
SUBSIDIARIES
Consolidated
Natural Gas CNG The East The Peoples
Service Transmission Ohio Gas Natural Gas
Assets Company, Inc. Corporation Company Company
<S> <C> <C> <C> <C>
PROPERTY, PLANT AND EQUIPMENT (Note 3)
Gas utility and other plant . . . . . . . . . . . . . . . . $ 23,601 $1,957,518 $1,230,417 $ 643,594
Accumulated depreciation and amortization . . . . . . . . . (14,651) (733,844) (518,281) (224,938)
Net gas utility and other plant . . . . . . . . . . . 8,950 1,223,674 712,136 418,656
Exploration and production properties . . . . . . . . . . . - 230,735 - -
Accumulated depreciation and amortization . . . . . . . . . - (205,753) - -
Net exploration and production properties . . . . . . - 24,982 - -
Net property, plant and equipment . . . . . . . . . . 8,950 1,248,656 712,136 418,656
INVESTMENTS
Stocks of subsidiary companies, at equity - consolidated . - - - -
Notes of subsidiary companies - consolidated . . . . . . . - - - -
Total investments . . . . . . . . . . . . . . . . . . - - - -
CURRENT ASSETS
Cash and temporary cash investments . . . . . . . . . . . . 296 6,229 8,902 3,728
Accounts receivable
Customers . . . . . . . . . . . . . . . . . . . . . . . . - 51,623 179,123 72,601
Unbilled revenues and other . . . . . . . . . . . . . . . 608 6,221 55,027 (156)
Allowance for doubtful accounts . . . . . . . . . . . . . - - (2,040) (3,535)
Receivables from affiliated companies - consolidated . . . 310,196 72,094 361 -
Inventories, at cost
Gas stored - current portion (LIFO method) (Note 7) . . . - - 104,092 43,656
Materials and supplies (average cost method) . . . . . . - 13,470 11,535 4,544
Unrecovered gas costs (Note 2) . . . . . . . . . . . . . . - 9,879 - -
Deferred income taxes - current (Note 6) . . . . . . . . . - 19,826 34,336 4,596
Prepayments and other current assets . . . . . . . . . . . 204 41,770 57,804 7,765
Total current assets . . . . . . . . . . . . . . . . . 311,304 221,112 449,140 133,199
REGULATORY AND OTHER ASSETS (Note 8)
Unamortized abandoned facilities . . . . . . . . . . . . . - - - -
Other investments . . . . . . . . . . . . . . . . . . . . . - 17,165 - -
Deferred charges and other assets (Notes 2, 5, 6 and 15) . 3,031 60,078 175,919 129,404
Total regulatory and other assets . . . . . . . . . . 3,031 77,243 175,919 129,404
Total assets . . . . . . . . . . . . . . . . . . . . . $323,285 $1,547,011 $1,337,195 $ 681,259
<FN>
The Notes to Consolidated Financial Statements are an integral part of this statement and appear on pages 51 to 77 of Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference.
( ) denotes negative amount.
</TABLE>
27.
<PAGE>
ITEM 10.
(Continued)
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING BALANCE SHEET (Continued)
At December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
SUBSIDIARIES
Virginia Hope West Ohio CNG CNG
Natural Gas, Gas Producing Energy
Assets Gas, Inc. Inc. Company Company Company
<S> <C> <C> <C> <C> <C>
PROPERTY, PLANT AND EQUIPMENT (Note 3)
Gas utility and other plant . . . . . . . . . . . . . . . . $399,916 $164,124 $ 61,346 $ - $ 6,390
Accumulated depreciation and amortization . . . . . . . . . (96,485) (71,522) (25,272) - (1,674)
Net gas utility and other plant . . . . . . . . . . . 303,431 92,602 36,074 - 4,716
Exploration and production properties . . . . . . . . . . . - - - 2,899,468 -
Accumulated depreciation and amortization . . . . . . . . . - - - (1,789,876) -
Net exploration and production properties . . . . . . - - - 1,109,592 -
Net property, plant and equipment . . . . . . . . . . 303,431 92,602 36,074 1,109,592 4,716
INVESTMENTS
Stocks of subsidiary companies, at equity - consolidated . - - - - -
Notes of subsidiary companies - consolidated . . . . . . . - - - - -
Total investments . . . . . . . . . . . . . . . . . . - - - - -
CURRENT ASSETS
Cash and temporary cash investments . . . . . . . . . . . . 1,983 1,890 993 3,219 155
Accounts receivable
Customers . . . . . . . . . . . . . . . . . . . . . . . . 15,790 10,117 7,882 15,310 -
Unbilled revenues and other . . . . . . . . . . . . . . . 14,594 6,348 3,747 58,820 671
Allowance for doubtful accounts . . . . . . . . . . . . . (50) (350) (100) (1,000) -
Receivables from affiliated companies - consolidated . . . - 1,862 - 95,262 12,134
Inventories, at cost
Gas stored - current portion (LIFO method) (Note 7) . . . 12,388 9,980 6,367 63 -
Materials and supplies (average cost method) . . . . . . 622 1,185 658 2,733 325
Unrecovered gas costs (Note 2) . . . . . . . . . . . . . . - 2,185 1,071 - -
Deferred income taxes - current (Note 6) . . . . . . . . . 1,455 - - - -
Prepayments and other current assets . . . . . . . . . . . 272 10,194 4,059 18,997 -
Total current assets . . . . . . . . . . . . . . . . . 47,054 43,411 24,677 193,404 13,285
REGULATORY AND OTHER ASSETS (Note 8)
Unamortized abandoned facilities . . . . . . . . . . . . . - - - - -
Other investments . . . . . . . . . . . . . . . . . . . . . 50 4,475 - - 32,473
Deferred charges and other assets (Notes 2, 5, 6 and 15) . 11,066 6,777 7,544 12,662 169
Total regulatory and other assets . . . . . . . . . . 11,116 11,252 7,544 12,662 32,642
Total assets . . . . . . . . . . . . . . . . . . . . . $361,601 $147,265 $ 68,295 $ 1,315,658 $50,643
<FN>
The Notes to Consolidated Financial Statements are an integral part of this statement and appear on pages 51 to 77 of Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference.
( ) denotes negative amount.
</TABLE>
28.
<PAGE>
ITEM 10.
(Continued)
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING BALANCE SHEET (Continued)
At December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
SUBSIDIARIES
CNG Energy CNG Power CNG Storage Consolidated CNG
Services Services Service System LNG Research
Assets Corporation Corporation Company Company Company
<S> <C> <C> <C> <C> <C>
PROPERTY, PLANT AND EQUIPMENT (Note 3)
Gas utility and other plant . . . . . . . . . . . . . . . . $ 3,687 $ 47 $21,063 $ - $ -
Accumulated depreciation and amortization . . . . . . . . . (470) - - - -
Net gas utility and other plant . . . . . . . . . . . 3,217 47 21,063 - -
Exploration and production properties . . . . . . . . . . . - - - - -
Accumulated depreciation and amortization . . . . . . . . . - - - - -
Net exploration and production properties . . . . . . - - - - -
Net property, plant and equipment . . . . . . . . . . 3,217 47 21,063 - -
INVESTMENTS
Stocks of subsidiary companies, at equity - consolidated . - - - - -
Notes of subsidiary companies - consolidated . . . . . . . - - - - -
Total investments . . . . . . . . . . . . . . . . . . - - - - -
CURRENT ASSETS
Cash and temporary cash investments . . . . . . . . . . . . 3,826 10 33 29 21
Accounts receivable
Customers . . . . . . . . . . . . . . . . . . . . . . . . 54,699 - - - -
Unbilled revenues and other . . . . . . . . . . . . . . . 660 19 - - 13
Allowance for doubtful accounts . . . . . . . . . . . . . (432) - - - -
Receivables from affiliated companies - consolidated . . . 7,932 - 665 56,682 -
Inventories, at cost
Gas stored - current portion (LIFO method) (Note 7) . . . 15,794 - - - -
Materials and supplies (average cost method) . . . . . . - - - - -
Unrecovered gas costs (Note 2) . . . . . . . . . . . . . . - - - - -
Deferred income taxes - current (Note 6) . . . . . . . . . - - - - -
Prepayments and other current assets . . . . . . . . . . . 2,087 - - 2 -
Total current assets . . . . . . . . . . . . . . . . . 84,566 29 698 56,713 34
REGULATORY AND OTHER ASSETS (Note 8)
Unamortized abandoned facilities . . . . . . . . . . . . . - - - 40,955 -
Other investments . . . . . . . . . . . . . . . . . . . . . - 519 - - -
Deferred charges and other assets (Notes 2, 5, 6 and 15) . 193 - - 4,389 13
Total regulatory and other assets . . . . . . . . . . 193 519 - 45,344 13
Total assets . . . . . . . . . . . . . . . . . . . . . $ 87,976 $595 $21,761 $102,057 $ 47
<FN>
The Notes to Consolidated Financial Statements are an integral part of this statement and appear on pages 51 to 77 of Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference.
( ) denotes negative amount.
</TABLE>
29.
<PAGE>
ITEM 10.
(Continued)
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING BALANCE SHEET (Continued)
At December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
SUBSIDIARIES
CNG CNG
Coal Financial
Assets Company Services, Inc.
<S> <C> <C>
PROPERTY, PLANT AND EQUIPMENT (Note 3)
Gas utility and other plant . . . . . . . . . . . . . . . . $ 37,149 $ -
Accumulated depreciation and amortization . . . . . . . . . - -
Net gas utility and other plant . . . . . . . . . . . 37,149 -
Exploration and production properties . . . . . . . . . . . - -
Accumulated depreciation and amortization . . . . . . . . . - -
Net exploration and production properties . . . . . . - -
Net property, plant and equipment . . . . . . . . . . 37,149 -
INVESTMENTS
Stocks of subsidiary companies, at equity - consolidated . - -
Notes of subsidiary companies - consolidated . . . . . . . - -
Total investments . . . . . . . . . . . . . . . . . . - -
CURRENT ASSETS
Cash and temporary cash investments . . . . . . . . . . . . 41 41
Accounts receivable
Customers . . . . . . . . . . . . . . . . . . . . . . . . - -
Unbilled revenues and other . . . . . . . . . . . . . . . - -
Allowance for doubtful accounts . . . . . . . . . . . . . - -
Receivables from affiliated companies - consolidated . . . 5,241 -
Inventories, at cost
Gas stored - current portion (LIFO method) (Note 7) . . . - -
Materials and supplies (average cost method) . . . . . . - -
Unrecovered gas costs (Note 2) . . . . . . . . . . . . . . - -
Deferred income taxes - current (Note 6) . . . . . . . . . - -
Prepayments and other current assets . . . . . . . . . . . - -
Total current assets . . . . . . . . . . . . . . . . . 5,282 41
REGULATORY AND OTHER ASSETS (Note 8)
Unamortized abandoned facilities . . . . . . . . . . . . . - -
Other investments . . . . . . . . . . . . . . . . . . . . . - -
Deferred charges and other assets (Notes 2, 5, 6 and 15) . - 9
Total regulatory and other assets. . . . . . . . . . . - 9
Total assets . . . . . . . . . . . . . . . . . . . . . $ 42,431 $ 50
<FN>
The Notes to Consolidated Financial Statements are an integral part of this statement and appear on pages 51 to 77 of Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference.
( ) denotes negative amount.
</TABLE>
30.
<PAGE>
ITEM 10.
(Continued)
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING BALANCE SHEET (Continued)
At December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
REGISTERED
CONSOLIDATED HOLDING
Consolidated COMPANY
Natural Gas Eliminations Consolidated
Company and and Combined Natural Gas
Stockholders' Equity and Liabilities Subsidiaries Adjustments* Total Company
<S> <C> <C> <C> <C>
CAPITALIZATION
Common stockholders' equity
Common stock - par value $2.75 per share (Note 9)
200,000,000 authorized shares
Issued - 93,027,847 shares . . . . . . . . . . . . . . $ 255,827 $(1,741,331) $ 1,997,158 $ 255,827
Capital in excess of par value (Note 9) . . . . . . . . . 458,628 (34,926) 493,554 418,663
Retained earnings, per accompanying statement
(Note 11) . . . . . . . . . . . . . . . . . . . . . . 1,469,879 (583,293) 2,053,172 1,469,879
Total common stockholders' equity . . . . . . . . . . 2,184,334 (2,359,550) 4,543,884 2,144,369
Long-term debt (Note 12)
Debentures . . . . . . . . . . . . . . . . . . . . . . . 891,738 - 891,738 891,738
Convertible subordinated debentures . . . . . . . . . . . 244,235 - 244,235 244,235
Unsecured loan . . . . . . . . . . . . . . . . . . . . . 16,000 - 16,000 -
Notes payable to Registrant - consolidated . . . . . . . - (1,142,317) 1,142,317 -
Total long-term debt . . . . . . . . . . . . . . . . . 1,151,973 (1,142,317) 2,294,290 1,135,973
Total capitalization . . . . . . . . . . . . . . . . . 3,336,307 (3,501,867) 6,838,174 3,280,342
CURRENT LIABILITIES
Current maturities on long-term debt . . . . . . . . . . . 4,000 - 4,000 -
Commercial paper (Note 13) . . . . . . . . . . . . . . . . 440,000 - 440,000 440,000
Accounts payable . . . . . . . . . . . . . . . . . . . . . 357,611 - 357,611 159
Estimated rate contingencies and refunds (Note 2) . . . . . 83,404 - 83,404 -
Payables to affiliated companies - consolidated . . . . . . - (775,148) 775,148 -
Amounts payable to customers . . . . . . . . . . . . . . . 96,140 - 96,140 -
Taxes accrued . . . . . . . . . . . . . . . . . . . . . . . 94,413 (3,417) 97,830 (312)
Deferred income taxes - current (Note 6) . . . . . . . . . - (110) 110 -
Dividends declared . . . . . . . . . . . . . . . . . . . . 45,119 - 45,119 45,119
Other current liabilities . . . . . . . . . . . . . . . . . 90,061 (335) 90,396 18,442
Total current liabilities . . . . . . . . . . . . . . 1,210,748 (779,010) 1,989,758 503,408
DEFERRED CREDITS
Deferred income taxes (Note 6) . . . . . . . . . . . . . . 758,633 11,094 747,539 3,188
Accumulated deferred investment tax credits . . . . . . . . 33,229 - 33,229 -
Deferred credits and other liabilities (Note 6) . . . . . . 179,756 (79,311) 259,067 (6,300)
Total deferred credits . . . . . . . . . . . . . . . . 971,618 (68,217) 1,039,835 (3,112)
COMMITMENTS AND CONTINGENCIES (Note 16)
Total stockholders' equity and liabilities . . . . . . $ 5,518,673 $(4,349,094) $ 9,867,767 $3,780,638
<FN>
* The elimination journal entries pertaining to this consolidating financial statement are prepared in detail form, showing the
amounts pertaining to the Registrant and each subsidiary company, and are preserved with the Registrant's copy of this Form
U5S.
The Notes to Consolidated Financial Statements are an integral part of this statement and appear on pages 51 to 77 of Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference.
( ) denotes negative amount.
</TABLE>
31.
<PAGE>
ITEM 10.
(Continued)
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING BALANCE SHEET (Continued)
At December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
SUBSIDIARIES
Consolidated
Natural Gas CNG The East The Peoples
Service Transmission Ohio Gas Natural Gas
Stockholders' Equity and Liabilities Company, Inc. Corporation Company Company
<S> <C> <C> <C> <C>
CAPITALIZATION
Common stockholders' equity
Common stock - par value $2.75 per share (Note 9)
200,000,000 authorized shares
Issued - 93,027,847 shares . . . . . . . . . . . . . . $ 10 $ 590,000 $ 177,968 $ 165,535
Capital in excess of par value (Note 9) . . . . . . . . . - 2,254 4,550 -
Retained earnings, per accompanying statement
(Note 11) . . . . . . . . . . . . . . . . . . . . . . - 145,469 190,002 73,427
Total common stockholders' equity . . . . . . . . . . 10 737,723 372,520 238,962
Long-term debt (Note 12)
Debentures . . . . . . . . . . . . . . . . . . . . . . . - - - -
Convertible subordinated debentures . . . . . . . . . . . - - - -
Unsecured loan . . . . . . . . . . . . . . . . . . . . . - - - -
Notes payable to Registrant - consolidated . . . . . . . 14,631 388,359 209,722 130,651
Total long-term debt . . . . . . . . . . . . . . . . . 14,631 388,359 209,722 130,651
Total capitalization . . . . . . . . . . . . . . . . . 14,641 1,126,082 582,242 369,613
CURRENT LIABILITIES
Current maturities on long-term debt . . . . . . . . . . . - - - -
Commercial paper (Note 13) . . . . . . . . . . . . . . . . - - - -
Accounts payable . . . . . . . . . . . . . . . . . . . . . 4,105 35,770 124,678 30,908
Estimated rate contingencies and refunds (Note 2) . . . . . - 52,348 19,178 2,326
Payables to affiliated companies - consolidated . . . . . . 300,582 45,939 240,487 79,673
Amounts payable to customers . . . . . . . . . . . . . . . - - 87,329 6,309
Taxes accrued . . . . . . . . . . . . . . . . . . . . . . . 188 38,693 38,666 5,046
Deferred income taxes - current (Note 6) . . . . . . . . . - - - -
Dividends declared . . . . . . . . . . . . . . . . . . . . - - - -
Other current liabilities . . . . . . . . . . . . . . . . . 1,585 18,544 17,344 8,859
Total current liabilities . . . . . . . . . . . . . . 306,460 191,294 527,682 133,121
DEFERRED CREDITS
Deferred income taxes (Note 6) . . . . . . . . . . . . . . (959) 158,070 138,243 117,828
Accumulated deferred investment tax credits . . . . . . . . - 205 15,823 10,252
Deferred credits and other liabilities (Note 6) . . . . . . 3,143 71,360 73,205 50,445
Total deferred credits . . . . . . . . . . . . . . . . 2,184 229,635 227,271 178,525
COMMITMENTS AND CONTINGENCIES (Note 16)
Total stockholders' equity and liabilities . . . . . . $323,285 $1,547,011 $1,337,195 $ 681,259
<FN>
The Notes to Consolidated Financial Statements are an integral part of this statement and appear on pages 51 to 77 of Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference.
( ) denotes negative amount.
</TABLE>
32.
<PAGE>
ITEM 10.
(Continued)
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING BALANCE SHEET (Continued)
At December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
SUBSIDIARIES
Virginia Hope West Ohio CNG CNG
Natural Gas, Gas Producing Energy
Stockholders' Equity and Liabilities Gas, Inc. Inc. Company Company Company
<S> <C> <C> <C> <C> <C>
CAPITALIZATION
Common stockholders' equity
Common stock - par value $2.75 per share (Note 9)
200,000,000 authorized shares
Issued - 93,027,847 shares . . . . . . . . . . . . . . $109,697 $ 40,900 $ 13,590 $ 470,840 $22,460
Capital in excess of par value (Note 9) . . . . . . . . . 57,603 - 435 - -
Retained earnings, per accompanying statement
(Note 11) . . . . . . . . . . . . . . . . . . . . . . 4,409 16,803 9,472 152,092 2,084
Total common stockholders' equity . . . . . . . . . . 171,709 57,703 23,497 622,932 24,544
Long-term debt (Note 12)
Debentures . . . . . . . . . . . . . . . . . . . . . . . - - - - -
Convertible subordinated debentures . . . . . . . . . . . - - - - -
Unsecured loan . . . . . . . . . . . . . . . . . . . . . 16,000 - - - -
Notes payable to Registrant - consolidated . . . . . . . 73,418 38,499 12,639 253,575 13,473
Total long-term debt . . . . . . . . . . . . . . . . . 89,418 38,499 12,639 253,575 13,473
Total capitalization . . . . . . . . . . . . . . . . . 261,127 96,202 36,136 876,507 38,017
CURRENT LIABILITIES
Current maturities on long-term debt . . . . . . . . . . . 4,000 - - - -
Commercial paper (Note 12) . . . . . . . . . . . . . . . . - - - - -
Accounts payable . . . . . . . . . . . . . . . . . . . . . 23,917 9,552 4,040 89,053 551
Estimated rate contingencies and refunds (Note 2) . . . . . 5,494 2,558 1,500 - -
Payables to affiliated companies - consolidated . . . . . . 37,271 9,988 12,387 12,477 582
Amounts payable to customers . . . . . . . . . . . . . . . 2,502 - - - -
Taxes accrued . . . . . . . . . . . . . . . . . . . . . . . 907 3,924 2,330 5,296 1,194
Deferred income taxes - current (Note 6) . . . . . . . . . - 67 43 - -
Dividends declared . . . . . . . . . . . . . . . . . . . . - - - - -
Other current liabilities . . . . . . . . . . . . . . . . . 10,496 2,020 789 10,127 104
Total current liabilities . . . . . . . . . . . . . . 84,587 28,109 21,089 116,953 2,431
DEFERRED CREDITS
Deferred income taxes (Note 6) . . . . . . . . . . . . . . (3,337) 9,292 4,835 293,918 10,195
Accumulated deferred investment tax credits . . . . . . . . 3,436 2,851 662 - -
Deferred credits and other liabilities (Note 6) . . . . . . 15,788 10,811 5,573 28,280 -
Total deferred credits . . . . . . . . . . . . . . . . 15,887 22,954 11,070 322,198 10,195
COMMITMENTS AND CONTINGENCIES (Note 16)
Total stockholders' equity and liabilities . . . . . . $361,601 $147,265 $ 68,295 $1,315,658 $50,643
<FN>
The Notes to Consolidated Financial Statements are an integral part of this statement and appear on pages 51 to 77 of Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference.
( ) denotes negative amount.
</TABLE>
33.
<PAGE>
ITEM 10.
(Continued)
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING BALANCE SHEET (Continued)
At December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
SUBSIDIARIES
CNG Energy CNG Power CNG Storage Consolidated CNG
Services Services Service System LNG Research
Stockholders' Equity and Liabilities Corporation Corporation Company Company Company
<S> <C> <C> <C> <C> <C>
CAPITALIZATION
Common stockholders' equity
Common stock - par value $2.75 per share (Note 9)
200,000,000 authorized shares
Issued - 93,027,847 shares . . . . . . . . . . . . . . $ 1 $ 520 $13,660 $ 83,400 $ 15,340
Capital in excess of par value (Note 9) . . . . . . . . . 10,049 - - - -
Retained earnings, per accompanying statement
(Note 11) . . . . . . . . . . . . . . . . . . . . . . 1,101 (455) 43 304 (15,316)
Total common stockholders' equity . . . . . . . . . . 11,151 65 13,703 83,704 24
Long-term debt (Note 12)
Debentures . . . . . . . . . . . . . . . . . . . . . . . - - - - -
Convertible subordinated debentures . . . . . . . . . . . - - - - -
Unsecured loan . . . . . . . . . . . . . . . . . . . . . - - - - -
Notes payable to Registrant - consolidated . . . . . . . - - 7,350 - -
Total long-term debt . . . . . . . . . . . . . . . . . - - 7,350 - -
Total capitalization . . . . . . . . . . . . . . . . . 11,151 65 21,053 83,704 24
CURRENT LIABILITIES
Current maturities on long-term debt . . . . . . . . . . . - - - - -
Commercial paper (Note 13) . . . . . . . . . . . . . . . . - - - - -
Accounts payable . . . . . . . . . . . . . . . . . . . . . 34,851 18 - - 9
Estimated rate contingencies and refunds (Note 2) . . . . . - - - - -
Payables to affiliated companies - consolidated . . . . . . 32,149 574 524 2,502 8
Amounts payable to customers . . . . . . . . . . . . . . . - - - - -
Taxes accrued . . . . . . . . . . . . . . . . . . . . . . . 1,667 (78) 185 (19) 6
Deferred income taxes - current (Note 6) . . . . . . . . . - - - - -
Dividends declared . . . . . . . . . . . . . . . . . . . . - - - - -
Other current liabilities . . . . . . . . . . . . . . . . . 2,081 1 (1) - -
Total current liabilities . . . . . . . . . . . . . . 70,748 515 708 2,483 23
DEFERRED CREDITS
Deferred income taxes (Note 6) . . . . . . . . . . . . . . (685) 15 - 15,870 -
Accumulated deferred investment tax credits . . . . . . . . - - - - -
Deferred credits and other liabilities (Note 6) . . . . . . 6,762 - - - -
Total deferred credits . . . . . . . . . . . . . . . . 6,077 15 - 15,870 -
COMMITMENTS AND CONTINGENCIES (Note 16)
Total stockholders' equity and liabilities . . . . . . $87,976 $ 595 $21,761 $102,057 $ 47
<FN>
The Notes to Consolidated Financial Statements are an integral part of this statement and appear on pages 51 to 77 of Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference.
( ) denotes negative amount.
</TABLE>
34.
<PAGE>
ITEM 10.
(Continued)
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING BALANCE SHEET (Concluded)
At December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
SUBSIDIARIES
CNG CNG
Coal Financial
Stockholders' Equity and Liabilities Company Services, Inc.
<S> <C> <C>
CAPITALIZATION
Common stockholders' equity
Common stock - par value $2.75 per share (Note 9)
200,000,000 authorized shares
Issued - 93,027,847 shares . . . . . . . . . . . . . . $ 37,360 $ 50
Capital in excess of par value (Note 9) . . . . . . . . . - -
Retained earnings, per accompanying statement
(Note 11) . . . . . . . . . . . . . . . . . . . . . . 3,858 -
Total common stockholders' equity . . . . . . . . . . 41,218 50
Long-term debt (Note 12)
Debentures . . . . . . . . . . . . . . . . . . . . . . . - -
Convertible subordinated debentures . . . . . . . . . . . - -
Unsecured loan . . . . . . . . . . . . . . . . . . . . . - -
Notes payable to Registrant - consolidated . . . . . . . - -
Total long-term debt . . . . . . . . . . . . . . . . . - -
Total capitalization . . . . . . . . . . . . . . . . . 41,218 50
CURRENT LIABILITIES
Current maturities on long-term debt . . . . . . . . . . . - -
Commercial paper (Note 13) . . . . . . . . . . . . . . . . - -
Accounts payable . . . . . . . . . . . . . . . . . . . . . - -
Estimated rate contingencies and refunds (Note 2) . . . . . - -
Payables to affiliated companies - consolidated . . . . . . 5 -
Amounts payable to customers . . . . . . . . . . . . . . . - -
Taxes accrued . . . . . . . . . . . . . . . . . . . . . . . 137 -
Deferred income taxes - current (Note 6) . . . . . . . . . - -
Dividends declared . . . . . . . . . . . . . . . . . . . . - -
Other current liabilities . . . . . . . . . . . . . . . . . 5 -
Total current liabilities . . . . . . . . . . . . . . 147 -
DEFERRED CREDITS
Deferred income taxes (Note 6) . . . . . . . . . . . . . . 1,066 -
Accumulated deferred investment tax credits . . . . . . . . - -
Deferred credits and other liabilities (Note 6) . . . . . . - -
Total deferred credits . . . . . . . . . . . . . . . . 1,066 -
COMMITMENTS AND CONTINGENCIES (Note 16)
Total stockholders' equity and liabilities . . . . . . $ 42,431 $ 50
<FN>
The Notes to Consolidated Financial Statements are an integral part of this statement and appear on pages 51 to 77 of Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference.
( ) denotes negative amount.
</TABLE>
35.
<PAGE>
ITEM 10.
(Continued)
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
REGISTERED
CONSOLIDATED HOLDING
Consolidated COMPANY
Natural Gas Eliminations Consolidated
Company and and Combined Natural Gas
Subsidiaries Adjustments* Total Company
<S> <C> <C> <C> <C>
OPERATING REVENUES
Regulated gas sales . . . . . . . . . . . . . . . . . . . . $1,679,235 $ (4,999) $1,684,234 $ -
Nonregulated gas sales . . . . . . . . . . . . . . . . . . . 723,626 (111,936) 835,562 -
Total gas sales . . . . . . . . . . . . . . . . . . . . 2,402,861 (116,935) 2,519,796 -
Gas transportation and storage . . . . . . . . . . . . . . . 409,632 (107,015) 516,647 -
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . 223,535 (69,875) 293,410 -
Total operating revenues (Note 2) . . . . . . . . . . . 3,036,028 (293,825) 3,329,853 -
OPERATING EXPENSES
Purchased gas . . . . . . . . . . . . . . . . . . . . . . . 1,424,020 (231,016) 1,655,036 -
Transport capacity and other purchased products . . . . . . 107,094 (5,987) 113,081 -
Operation expense . . . . . . . . . . . . . . . . . . . . . 600,421 (60,527) 660,948 5,727
Maintenance . . . . . . . . . . . . . . . . . . . . . . . . 89,154 - 89,154 -
Depreciation and amortization (Note 3) . . . . . . . . . . . 279,317 398 278,919 -
Taxes, other than income taxes . . . . . . . . . . . . . . . 192,617 - 192,617 2,655
Subtotal . . . . . . . . . . . . . . . . . . . . . . . 2,692,623 (297,132) 2,989,755 8,382
Operating income before income taxes . . . . . . . . . 343,405 3,307 340,098 (8,382)
Income taxes (Note 6) . . . . . . . . . . . . . . . . . . . 82,427 (149) 82,576
(7,745)
Operating income . . . . . . . . . . . . . . . . . . . 260,978 3,456 257,522 (637)
OTHER INCOME
Interest revenues . . . . . . . . . . . . . . . . . . . . . 5,006 (15) 5,021 12
Other-net . . . . . . . . . . . . . . . . . . . . . . . . . 4,688 - 4,688
(420)
Equity in earnings of subsidiary companies - consolidated. . - (193,640) 193,640 193,640
Interest revenues from affiliated companies - consolidated . - (100,004) 100,004 88,484
Total other income . . . . . . . . . . . . . . . . . . 9,694 (293,659) 303,353 281,716
Income before interest charges . . . . . . . . . . . . 270,672 (290,203) 560,875 281,079
INTEREST CHARGES
Interest on long-term debt . . . . . . . . . . . . . . . . . 88,788 (81,769) 170,557 86,776
Other interest expense . . . . . . . . . . . . . . . . . . . 7,992 (14,472) 22,464 11,132
Allowance for funds used during construction . . . . . . . . (9,279) - (9,279) -
Total interest charges . . . . . . . . . . . . . . . . 87,501 (96,241) 183,742 97,908
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . $ 183,171 $(193,962) $ 377,133 $183,171
Earnings per share of common stock . . . .. . . . . . . . . $1.97
Average common shares outstanding (thousands) . . . . . . . 93,000
<FN>
* The elimination journal entries pertaining to this consolidating financial statement are prepared in detail form, showing the
amounts pertaining to the Registrant and each subsidiary company, and are preserved with the Registrant's copy of this Form
U5S.
The Notes to Consolidated Financial Statements are an integral part of this statement and appear on pages 51 to 77 of Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference.
( ) denotes negative amount.
</TABLE>
36.
<PAGE>
ITEM 10.
(Continued)
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING INCOME STATEMENT (Continued)
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
SUBSIDIARIES
Consolidated
Natural Gas CNG The East The Peoples
Service Transmission Ohio Gas Natural Gas
Company, Inc. Corporation Company Company
<S> <C> <C> <C> <C>
OPERATING REVENUES
Regulated gas sales . . . . . . . . . . . . . . . . . . . . $ - $ (9,194) $1,044,561 $318,479
Nonregulated gas sales . . . . . . . . . . . . . . . . . . . - 28,468 - -
Total gas sales . . . . . . . . . . . . . . . . . . . . - 19,274 1,044,561 318,479
Gas transportation and storage . . . . . . . . . . . . . . . - 413,941 53,534 33,804
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,387 56,889 12,508 4,525
Total operating revenues (Note 2) . . . . .. . . . . . 55,387 490,104 1,110,603 356,808
OPERATING EXPENSES
Purchased gas . . . . . . . . . . . . . . . . . . . . . . . - 30,251 707,958 167,746
Transport capacity and other purchased products . . . . . . - 27,071 - -
Operation expense . . . . . . . . . . . . . . . . . . . . . 49,802 145,585 179,700 77,675
Maintenance . . . . . . . . . . . . . . . . . . . . . . . . 1,089 29,979 24,964 17,666
Depreciation and amortization (Note 3) . . . . . . . . . . . 1,688 58,059 30,803 17,592
Taxes, other than income taxes . . . . . . . . . . . . . . . 1,586 39,448 94,119 24,256
Subtotal . . . . . . . . . . . . . . . . . . . . . . . 54,165 330,393 1,037,544 304,935
Operating income before income taxes . . . . . . . . . 1,222 159,711 73,059 51,873
Income taxes (Note 6). . . . . . . . . . . . . . . . . . . . - 51,108 19,694 15,397
Operating income . . . . . . . . . . . . . . . . . . . 1,222 108,603 53,365 36,476
OTHER INCOME
Interest revenues . . . . . . . . . . . . . . . . . . . . . - 2,439 1,571 -
Other-net . . . . . . . . . . . . . . . . . . . . . . . . . 11 3,212 440
(491)
Equity in earnings of subsidiary companies - consolidated. . - - - -
Interest revenues from affiliated companies - consolidated . 39 3,866 52 -
Total other income . . .. . . . . . . . . . . . . . . . 50 9,517 2,063 (491)
Income before interest charges . . . . . . . . . . . . 1,272 118,120 55,428 35,985
INTEREST CHARGES
Interest on long-term debt . . . . . . . . . . . . . . . . . 1,168 25,194 14,133 9,762
Other interest expense . . . . . . . . . . . . . . . . . . . 104 6,038 42 1,978
Allowance for funds used during construction . . . . . . . . - (1,167) (111)
(13)
Total interest charges . . . . . . . . . . . . . . . . 1,272 30,065 14,064 11,727
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . $ - $ 88,055 $ 41,364 $ 24,258
<FN>
The Notes to Consolidated Financial Statements are an integral part of this statement and appear on pages 51 to 77 of Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference.
( ) denotes negative amount.
</TABLE>
37.
<PAGE>
ITEM 10.
(Continued)
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING INCOME STATEMENT (Continued)
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
SUBSIDIARIES
Virginia Hope West Ohio CNG CNG
Natural Gas, Gas Producing Energy
Gas, Inc. Inc. Company Company Company
<S> <C> <C> <C> <C> <C>
OPERATING REVENUES
Regulated gas sales . . . . . . . . . . . . . . . . . . . . $158,413 $103,144 $50,833 $ - $ -
Nonregulated gas sales . . . . . . . . . . . . . . . . . . . - - - 348,487 -
Total gas sales . . . . . . . . . . . . . . . . . . . . 158,413 103,144 50,833 348,487 -
Gas transportation and storage . . . . . . . . . . . . . . . 2,800 7,535 4,352 283 -
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,240 1,682 203 109,854 12,322
Total operating revenues (Note 2) . . . . . . . . . . . 170,453 112,361 55,388 458,624 12,322
OPERATING EXPENSES
Purchased gas . . . . . . . . . . . . . . . . . . . . . . . 86,470 58,703 34,090 130,878 -
Transport capacity and other purchased products . . . . . . - - - 43,496 8,384
Operation expense . . . . . . . . . . . . . . . . . . . . . 34,638 28,808 9,881 103,779 2,379
Maintenance . . . . . . . . . . . . . . . . . . . . . . . . 4,396 5,293 1,395 4,372 -
Depreciation and amortization (Note 3) . . . . . . . . . . . 12,701 4,421 1,884 151,035 369
Taxes, other than income taxes . . . . . . . . . . . . . . . 8,490 8,801 4,210 7,450 303
Subtotal . . . . . . . . . . . . . . . . . . . . . . . 146,695 106,026 51,460 441,010 11,435
Operating income before income taxes . . . . . . . . . 23,758 6,335 3,928 17,614 887
Income taxes (Note 6). . . . . . . . . . . . . . . . . . . . 4,091 769 959 (7,660) 923
Operating income . . . . . . . . . . . . . . . . . . . 19,667 5,566 2,969 25,274 (36)
OTHER INCOME
Interest revenues . . . . . . . . . . . . . . . . . . . . . 1 430 2 518 6
Other-net . . . . . . . . . . . . . . . . . . . . . . . . . (179) (10) (13) 88 2,042
Equity in earnings of subsidiary companies - consolidated. . - - - - -
Interest revenues from affiliated companies - consolidated . 22 - - 4,643 477
Total other income . . . . . . . . . . . . . . . . . . (156) 420 (11) 5,249 2,525
Income before interest charges . . . . . . . . . . . . 19,511 5,986 2,958 30,523 2,489
INTEREST CHARGES
Interest on long-term debt . . . . . . . . . . . . . . . . . 7,463 2,424 809 21,752 620
Other interest expense . . . . . . . . . . . . . . . . . . . 1,076 573 4 321 344
Allowance for funds used during construction . . . . . . . . - (25) (14) (7,949) -
Total interest charges . . . . . . . . . . . . . . . . 8,539 2,972 799 14,124 964
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,972 $ 3,014 $ 2,159 $ 16,399 $ 1,525
<FN>
The Notes to Consolidated Financial Statements are an integral part of this statement and appear on pages 51 to 77 of Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference.
( ) denotes negative amount.
</TABLE>
38.
<PAGE>
ITEM 10.
(Continued)
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING INCOME STATEMENT (Continued)
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
SUBSIDIARIES
CNG Energy CNG Power CNG Storage Consolidated CNG
Services Services Service System LNG Research
Corporation Corporation Company Company Company
<S> <C> <C> <C> <C> <C>
OPERATING REVENUES
Regulated gas sales . . . . . . . . . . . . . . . . . . . . $ - $ - $ - $17,998 $ -
Nonregulated gas sales . . . . . . . . . . . . . . . . . . . 458,607 - - - -
Total gas sales . . . . . . . . . . . . . . . . . . . . 458,607 - - 17,998 -
Gas transportation and storage . . . . . . . . . . . . . . . 398 - - - -
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,335 - 3,465 - -
Total operating revenues (Note 2) . . . . . . . . . . . 486,340 - 3,465 17,998 -
OPERATING EXPENSES
Purchased gas . . . . . . . . . . . . . . . . . . . . . . . 438,940 - - - -
Transport capacity and other purchased products . . . . . . 34,130 - - - -
Operation expense . . . . . . . . . . . . . . . . . . . . . 9,471 37 7 13,180 295
Maintenance . . . . . . . . . . . . . . . . . . . . . . . . - - - - -
Depreciation and amortization (Note 3) . . . . . . . . . . . 367 - - - -
Taxes, other than income taxes . . . . . . . . . . . . . . . 605 - 99 (1) -
Subtotal . . . . . . . . . . . . . . . . . . . . . . . 483,513 37 106 13,179 295
Operating income before income taxes . . . . . . . . . 2,827 (37) 3,359 4,819 (295)
Income taxes (Note 6). . . . . . . . . . . . . . . . . . . . 820 (7) 1,247 3,225
(115)
Operating income . . . . . . . . . . . . . . . . . . . 2,007 (30) 2,112 1,594 (180)
OTHER INCOME
Interest revenues . . . . . . . . . . . . . . . . . . . . . 11 - - 28 -
Other-net . . . . . . . . . . . . . . . . . . . . . . . . . 3 3 - - -
Equity in earnings of subsidiary companies - consolidated. . - - - - -
Interest revenues from affiliated companies - consolidated . - - 24 2,163 1
Total other income . . . . . . . . . . . . . . . . . . 14 3 24 2,191 1
Income before interest charges . . . . . . . . . . . . 2,021 (27) 2,136 3,785 (179)
INTEREST CHARGES
Interest on long-term debt . . . . . . . . . . . . . . . . . - - 456 - -
Other interest expense . . . . . . . . . . . . . . . . . . . 851 - 1 - -
Allowance for funds used during construction . . . . . . . . - - - - -
Total interest charges . . . . . . . . . . . . . . . . 851 - 457 - -
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,170 $ (27) $ 1,679 $ 3,785 $
(179)
<FN>
The Notes to Consolidated Financial Statements are an integral part of this statement and appear on pages 51 to 77 of Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference.
( ) denotes negative amount.
</TABLE>
39.
<PAGE>
ITEM 10.
(Continued)
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING INCOME STATEMENT (Concluded)
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
SUBSIDIARIES
CNG CNG
Coal Financial
Company Services, Inc.
<S> <C> <C>
OPERATING REVENUES
Regulated gas sales . . . . . . . . . . . . . . . . . . . . $ - $ -
Nonregulated gas sales . . . . . . . . . . . . . . . . . . . - -
Total gas sales . . . . . . . . . . . . . . . . . . . . - -
Gas transportation and storage . . . . . . . . . . . . . . . - -
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . - -
Total operating revenues (Note 2) . . . . . . . . . . . - -
OPERATING EXPENSES
Purchased gas . . . . . . . . . . . . . . . . . . . . . . . - -
Transport capacity and other purchased products . . . . . . - -
Operation expense . . . . . . . . . . . . . . . . . . . . . (16) -
Maintenance . . . . . . . . . . . . . . . . . . . . . . . . - -
Depreciation and amortization (Note 3) . . . . . . . . . . . - -
Taxes, other than income taxes . . . . . . . . . . . . . . . 596 -
Subtotal . . . . . . . . . . . . . . . . . . . . . . . 580 -
Operating income before income taxes . . . . . . . . . (580) -
Income taxes (Note 6). . . . . . . . . . . . . . . . . . . . (130) -
Operating income . . . . . . . . . . . . . . . . . . . (450) -
OTHER INCOME
Interest revenues . . . . . . . . . . . . . . . . . . . . . 3 -
Other-net . . . . . . . . . . . . . . . . . . . . . . . . . 2 -
Equity in earnings of subsidiary companies - consolidated. . - -
Interest revenues from affiliated companies - consolidated . 233 -
Total other income . . . . . . . . . . . . . . . . . . 238 -
Income before interest charges . . . . . . . . . . . . (212) -
INTEREST CHARGES
Interest on long-term debt . . . . . . . . . . . . . . . . . - -
Other interest expense . . . . . . . . . . . . . . . . . . . - -
Allowance for funds used during construction . . . . . . . . - -
Total interest charges . . . . . . . . . . . . . . . . - -
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . $ (212) $ -
<FN>
The Notes to Consolidated Financial Statements are an integral part of this statement and appear on pages 51 to 77 of Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference.
( ) denotes negative amount.
</TABLE>
40.
<PAGE>
ITEM 10.
(Continued)
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
REGISTERED
CONSOLIDATED HOLDING
Consolidated COMPANY
Natural Gas Eliminations Consolidated
Company and and Combined Natural Gas
Subsidiaries Adjustments* Total Company
<S> <C> <C> <C> <C>
RETAINED EARNINGS
Balance at December 31, 1993 . . . . . . . . . . . . . . . $1,466,783 $(595,758) $2,062,541 $1,466,783
Adjustments:
Merger of The River Gas Company
with The East Ohio Gas Company
effective July 1994 . . . . . . . . . . . . . . . . . - - - -
Purchase of CNG Lakewood, Inc. by
CNG Power Services Corporation
from CNG Energy Company effective
November 30, 1994 . . . . . . . . . . . . .. . . . . . - - - -
Net income for the year 1994 per accompanying
income statement . . . . . . . . . . . . . . . . . . . . 183,171 (193,962) 377,133 183,171
Total . . . . . . . . . . . . . . . . . . . . . . . . 1,649,954 (789,720) 2,439,674 1,649,954
Dividends declared on common stock - cash (Note 9) . . . . (180,461) 206,427 (386,888) (180,461)
Pension liability adjustment (Note 4) . . . . . . . . . . . 386 - 386 386
Balance at December 31, 1994 (Note 11) . . . . . . . . . . $1,469,879 $(583,293) $2,053,172 $1,469,879
<FN>
* The elimination journal entries pertaining to this consolidating financial statement are prepared in detail form, showing the
amounts pertaining to the Registrant and each subsidiary company, and are preserved with the Registrant's copy of this Form
U5S.
The Notes to Consolidated Financial Statements are an integral part of this statement and appear on pages 51 to 77 of Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference.
( ) denotes negative amount.
</TABLE>
41.
<PAGE>
ITEM 10.
(Continued)
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING STATEMENT OF RETAINED EARNINGS (Continued)
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
SUBSIDIARIES
Consolidated
Natural Gas CNG The East The Peoples
Service Transmission Ohio Gas Natural Gas
Company, Inc. Corporation Company Company
<S> <C> <C> <C> <C>
RETAINED EARNINGS
Balance at December 31, 1993 . . . . . . . . . . . . . . . . . . . . $ - $147,065 $199,166 $ 76,103
Adjustments:
Merger of The River Gas Company
with The East Ohio Gas Company
effective July 1994 . . . . . . . . . . . . . . . . . . . . . . - - 2,975 -
Purchase of CNG Lakewood, Inc. by
CNG Power Services Corporation
from CNG Energy Company effective
November 30, 1994 . . . . . . . . . . . . .. . . . . . . . . . - - - -
Net income for the year 1994 per accompanying
income statement . . . . . . . . . . . . . . . . . . . . . . . . - 88,055 41,364 24,258
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - 235,120 243,505 100,361
Dividends declared on common stock - cash (Note 9) . . . . . . . . . - (89,651) (53,503) (26,934)
Pension liability adjustment (Note 4) . . . . . . . . . . . . . . . - - - -
Balance at December 31, 1994 (Note 11) . . . . . . . . . . . . . . . $ - $145,469 $190,002 $ 73,427
<FN>
The Notes to Consolidated Financial Statements are an integral part of this statement and appear on pages 51 to 77 of Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference.
( ) denotes negative amount.
</TABLE>
42.
<PAGE>
ITEM 10.
(Continued)
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING STATEMENT OF RETAINED EARNINGS (Continued)
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
SUBSIDIARIES
Virginia Hope West Ohio The River CNG
Natural Gas, Gas Gas Producing
Gas, Inc. Inc. Company Company Company
<S> <C> <C> <C> <C> <C>
RETAINED EARNINGS
Balance at December 31, 1993 . . . . . . . . . . . . . . $ 4,787 $18,016 $ 9,515 $ 2,975 $150,101
Adjustments:
Merger of The River Gas Company
with The East Ohio Gas Company
effective July 1994 . . . . . . . . . . . . . . . . - - - (2,975) -
Purchase of CNG Lakewood, Inc. by
CNG Power Services Corporation
from CNG Energy Company effective
November 30, 1994 . . . . . . . . . . . . .. . . . - - - - -
Net income for the year 1994 per accompanying
income statement . . . . . . . . . . . . . . . . . . 10,972 3,014 2,159 - 16,399
Total . . . . . . . . . . . . . . . . . . . . . . . 15,759 21,030 11,674 - 166,500
Dividends declared on common stock - cash (Note 9) . . . (11,350) (4,227) (2,202) - (14,408)
Pension liability adjustment (Note 4) . . . . . . . . . - - - - -
Balance at December 31, 1994 (Note 11) . . . . . . . . . $ 4,409 $16,803 $ 9,472 $ - $152,092
<FN>
The Notes to Consolidated Financial Statements are an integral part of this statement and appear on pages 51 to 77 of Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference.
( ) denotes negative amount.
</TABLE>
43.
<PAGE>
ITEM 10.
(Continued)
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING STATEMENT OF RETAINED EARNINGS (Continued)
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
SUBSIDIARIES
CNG CNG Energy CNG Power CNG Storage
Energy Services Services Service
Company Corporation Corporation Company
<S> <C> <C> <C> <C>
RETAINED EARNINGS
Balance at December 31, 1993 . . . . . . . . . . . . . . $ 131 $ (69) $ - $ 14
Adjustments:
Merger of The River Gas Company
with The East Ohio Gas Company
effective July 1994 . . . . . . . . . . . . . . . . - - - -
Purchase of CNG Lakewood, Inc. by
CNG Power Services Corporation
from CNG Energy Company effective
November 30, 1994 . . . . . . . . . . . . . . . . . 428 - (428) -
Net income for the year 1994 per accompanying
income statement . . . . . . . . . . . . . . . . . . 1,525 1,170 (27) 1,679
Total . . . . . . . . . . . . . . . . . . . . . . . 2,084 1,101 (455) 1,693
Dividends declared on common stock - cash (Note 9) . . . - - - (1,650)
Pension liability adjustment (Note 4). . . . . . . . . . - - - -
Balance at December 31, 1994 (Note 11) . . . . . . . . . $2,084 $1,101 $(455) $ 43
<FN>
The Notes to Consolidated Financial Statements are an integral part of this statement and appear on pages 51 to 77 of Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference.
( ) denotes negative amount.
</TABLE>
44.
<PAGE>
ITEM 10.
(Continued)
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING STATEMENT OF RETAINED EARNINGS (Concluded)
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
SUBSIDIARIES
Consolidated CNG CNG CNG
System LNG Research Coal Financial
Company Company Company Services, Inc.
<S> <C> <C> <C> <C>
RETAINED EARNINGS
Balance at December 31, 1993 . . . . . . . . . . . . . . $ (979) $(15,137) $ 4,070 $ -
Adjustments:
Merger of The River Gas Company
with The East Ohio Gas Company
effective July 1994 . . . . . . . . . . . . . . . . - - - -
Purchase of CNG Lakewood, Inc. by
CNG Power Services Corporation
from CNG Energy Company effective
November 30, 1994 . . . . . . . . . . . . . . . . . - - - -
Net income for the year 1994 per accompanying
income statement . . . . . . . . . . . . . . . . . . 3,785 (179) (212) -
Total . . . . . . . . . . . . . . . . . . . . . . . 2,806 (15,316) 3,858 -
Dividends declared on common stock - cash (Note 9) . . . (2,502) - - -
Pension liability adjustment (Note 4) . . . . . . . . . - - - -
Balance at December 31, 1994 (Note 11) . . . . . . . . . $ 304 $(15,316) $ 3,858 $ -
<FN>
The Notes to Consolidated Financial Statements are an integral part of this statement and appear on pages 51 to 77 of Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference.
( ) denotes negative amount.
</TABLE>
45.
<PAGE>
ITEM 10.
(Continued)
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
REGISTERED
CONSOLIDATED HOLDING
Consolidated COMPANY
Natural Gas Eliminations Consolidated
Company and and Combined Natural Gas
Subsidiaries Adjustments* Total Company
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ 183,171 $(193,962) $ 377,133 $ 183,171
Adjustments to reconcile net income to net cash provided
by (used in) operating activities
Depreciation and amortization . . . . . . . . . . . . . . 279,317 398 278,919 -
Deferred income taxes-net . . . . . . . . . . . . . . . . (60,744) (149) (60,595) (1,125)
Investment tax credit . . . . . . . . . . . . . . . . . . (2,567) - (2,567) -
Changes in current assets and current liabilities
Accounts receivable-net . . . . . . . . . . . . . . . 81,896 - 81,896 22
Receivables from affiliated cos. - consolidated . . . - (24,607) 24,607 (4,108)
Inventories . . . . . . . . . . . . . . . . . . . . . (48,566) 84 (48,650) -
Unrecovered gas costs . . . . . . . . . . . . . . . . 5,467 - 5,467 -
Accounts payable . . . . . . . . . . . . . . . . . . . 11,198 - 11,198 (2,858)
Payables to affiliated cos. - consolidated . . . . . . - 24,607 (24,607) (203)
Estimated rate contingencies and refunds . . . . . . . 25,948 - 25,948 -
Amounts payable to customers . . . . . . . . . . . . . 68,538 - 68,538 -
Taxes accrued . . . . . . . . . . . . . . . . . . . . (17,685) - (17,685) 725
Other-net . . . . . . . . . . . . . . . . . . . . . . (2,901) - (2,901) 170
Changes in other assets and other liabilities . . . . . . 108,219 (11) 108,230 1,896
Excess of dividends received from sub. cos. over
equity in earnings thereof - consolidated . . . . . . - (4,175) 4,175 4,175
Other-net . . . . . . . . . . . . . . . . . . . . . . . . 37 - 37 255
Net cash provided by (used in) operating activities . 631,328 (197,815) 829,143 182,120
CASH FLOWS FROM INVESTING ACTIVITIES
Plant construction and other property additions . . . . . . (416,051) - (416,051) -
Proceeds from dispositions of prop., plant and equip.-net . 164 - 164 -
Cost of other investments-net . . . . . . . . . . . . . . . (14,902) - (14,902) -
Intrasystem money pool investments-net . . . . . . . . . . - (419,539) 419,539 228,699
Intrasystem long-term financing-net . . . . . . . . . . . . - 215,847 (215,847) (215,847)
Property transfers to (from) affiliates . . . . . . . . . . - - - -
Net cash provided by (used in) investing activities . (430,789) (203,692) (227,097) 12,852
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock - Registrant . . . . . . . . . . . 279 - 279 279
Commercial paper borrowings (or repayments)-net . . . . . . (15,601) - (15,601) (15,601)
Dividends paid - Registrant . . . . . . . . . . . . . . . . (180,415) - (180,415) (180,415)
Intrasystem long-term financing-net . . . . . . . . . . . . - (215,847) 215,847 -
Intrasystem money pool borrowings (or repayments)-net . . . - 419,539 (419,539) -
Dividends paid - subsidiary cos. - consolidated . . . . . . - 197,815 (197,815) -
Other-net . . . . . . . . . . . . . . . . . . . . . . . . . (1) - (1) (1)
Net cash provided by (used in) financing activities . (195,738) 401,507 (597,245) (195,738)
Net increase (decrease) in cash and TCIs . . . . . . . 4,801 - 4,801 (766)
CASH AND TCIs AT JANUARY 1, 1994 . . . . . . . . . . . . . 27,122 - 27,122 1,293
CASH AND TCIs AT DECEMBER 31, 1994 . . . . . . . . . . . . $ 31,923 $ - $ 31,923 $ 527
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for
Interest (net of amounts capitalized) . . . . . . . . . . $ 91,011 $ (87,630) $ 178,641 $ 95,540
Income taxes (net of refunds) . . . . . . . . . . . . . . $ 154,860 $ - $ 154,860 $ (7,859)
Non-cash financing activities
Conversion of 7 1/4% Convertible Subordinated Debentures $ 3,795 $ - $ 3,795 $ 3,795
<FN>
* The eliminations and adjustments are those required to eliminate transactions among affiliated companies and otherwise
give effect to the adjusting and reclassifying entries to the consolidating balance sheets, income statements and
statements of retained earnings of the Registrant and its subsidiaries.
The Notes to Consolidated Financial Statements are an integral part of this statement and appear on pages 51 to 77 of Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference.
( ) denotes negative amount.
</TABLE>
46.
<PAGE>
ITEM 10.
(Continued)
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING STATEMENT OF CASH FLOWS (Continued)
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
SUBSIDIARIES
Consolidated
Natural Gas CNG The East The Peoples
Service Transmission Ohio Gas Natural Gas
Company, Inc. Corporation Company Company
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ - $ 88,055 $ 41,364 $ 24,258
Adjustments to reconcile net income to net cash provided
by (used in) operating activities
Depreciation and amortization . . . . . . . . . . . . . . 1,688 58,059 30,803 17,592
Deferred income taxes-net . . . . . . . . . . . . . . . . (220) (17,995) (36,630) (5,834)
Investment tax credit . . . . . . . . . . . . . . . . . . - (438) (1,284) (502)
Changes in current assets and current liabilities
Accounts receivable-net . . . . . . . . . . . . . . . 115 5,483 39,472 6,383
Receivables from affiliated cos. - consolidated . . . (2,003) 20,236 100 -
Inventories . . . . . . . . . . . . . . . . . . . . . - 1,605 (27,752) (11,412)
Unrecovered gas costs . . . . . . . . . . . . . . . . - (9,879) - 13,483
Accounts payable . . . . . . . . . . . . . . . . . . . 1,649 (7,884) 9,537 1,460
Payables to affiliated cos. - consolidated . . . . . . 119 2,364 (9,311) (9,364)
Estimated rate contingencies and refunds . . . . . . . - 35,302 6,328 (9,291)
Amounts payable to customers . . . . . . . . . . . . . - (5,942) 70,308 6,309
Taxes accrued . . . . . . . . . . . . . . . . . . . . (312) 7,480 (20,755) 1,617
Other-net . . . . . . . . . . . . . . . . . . . . . . (3) (9,556) 8,606 1,121
Changes in other assets and other liabilities . . . . . . 226 84,385 (1,123) 4,650
Excess of dividends received from sub. cos. over
equity in earnings thereof - consolidated . . . . . . - - - -
Other-net . . . . . . . . . . . . . . . . . . . . . . . . (9) (196) (12) -
Net cash provided by (used in) operating activities . 1,250 251,079 109,651 40,470
CASH FLOWS FROM INVESTING ACTIVITIES
Plant construction and other property additions . . . . . . (1,005) (106,737) (61,509) (37,595)
Proceeds from dispositions of prop., plant and equip.-net . 9 1,882 (897) (1,331)
Cost of other investments-net . . . . . . . . . . . . . . . - (2,322) - -
Intrasystem money pool investments-net . . . . . . . . . . 209,455 - - -
Intrasystem long-term financing-net . . . . . . . . . . . . - - - -
Property transfers to (from) affiliates . . . . . . . . . . (4) 2,677 - (5)
Net cash provided by (used in) investing activities . 208,455 (104,500) (62,406) (38,931)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock - Registrant . . . . . . . . . . . - - - -
Commercial paper borrowings (or repayments)-net . . . . . . - - - -
Dividends paid - Registrant . . . . . . . . . . . . . . . . - - - -
Intrasystem long-term financing-net . . . . . . . . . . . . - 117,000 38,100 18,000
Intrasystem money pool borrowings (or repayments)-net . . . (210,084) (168,465) (44,150) 5,335
Dividends paid - subsidiary cos. - consolidated . . . . . . - (91,281) (40,911) (26,040)
Other-net . . . . . . . . . . . . . . . . . . . . . . . . . - - - -
Net cash provided by (used in) financing activities . (210,084) (142,746) (46,961) (2,705)
Net increase (decrease) in cash and TCIs . . . . . . . (379) 3,833 284 (1,166)
CASH AND TCIs AT JANUARY 1, 1994 . . . . . . . . . . . . . 675 2,396 8,618 4,894
CASH AND TCIs AT DECEMBER 31, 1994 . . . . . . . . . . . . $ 296 $ 6,229 $ 8,902 $ 3,728
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for
Interest (net of amounts capitalized) . . . . . . . . . . $ 1,256 $ 28,769 $ 13,161 $ 11,191
Income taxes (net of refunds) . . . . . . . . . . . . . . $ 508 $ 66,744 $ 63,749 $ 20,143
Non-cash financing activities
Conversion of 7 1/4% Convertible Subordinated Debentures $ - $ - $ - $ -
<FN>
The Notes to Consolidated Financial Statements are an integral part of this statement and appear on pages 51 to 77 of Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference.
( ) denotes negative amount.
</TABLE>
47.
<PAGE>
ITEM 10.
(Continued)
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING STATEMENT OF CASH FLOWS (Continued)
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
SUBSIDIARIES
Virginia Hope West Ohio CNG CNG
Natural Gas, Gas Producing Energy
Gas, Inc. Inc. Company Company Company
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ 10,972 $ 3,014 $ 2,159 $ 16,399 $ 1,525
Adjustments to reconcile net income to net cash provided
by (used in) operating activities
Depreciation and amortization . . . . . . . . . . . . . . 12,701 4,421 1,884 151,035 369
Deferred income taxes-net . . . . . . . . . . . . . . . . 2,622 82 1,011 909 1,558
Investment tax credit . . . . . . . . . . . . . . . . . . (152) (137) (54) - -
Changes in current assets and current liabilities
Accounts receivable-net . . . . . . . . . . . . . . . 7,073 2,996 1,660 4,769 6
Receivables from affiliated cos. - consolidated . . . - 4,747 - 3,555 (529)
Inventories . . . . . . . . . . . . . . . . . . . . . (559) (3,553) (140) 894 (109)
Unrecovered gas costs . . . . . . . . . . . . . . . . - 2,934 (1,071) - -
Accounts payable . . . . . . . . . . . . . . . . . . . 8,162 (2,101) (632) 12,923 (115)
Payables to affiliated cos. - consolidated . . . . . . (687) (4,863) (88) 1,965 383
Estimated rate contingencies and refunds . . . . . . . 1,966 (7,904) (453) - -
Amounts payable to customers . . . . . . . . . . . . . (1,964) - (173) - -
Taxes accrued . . . . . . . . . . . . . . . . . . . . (1,695) (4,612) 55 (1,076) 1,049
Other-net . . . . . . . . . . . . . . . . . . . . . . 2,158 (1,487) (672) (6,148) 89
Changes in other assets and other liabilities . . . . . . 1,257 2,230 185 (6,427) 1,166
Excess of dividends received from sub. cos. over
equity in earnings thereof - consolidated . . . . . . - - - - -
Other-net . . . . . . . . . . . . . . . . . . . . . . . . - - - (1) -
Net cash provided by (used in) operating activities . 41,854 (4,233) 3,671 178,797 5,392
CASH FLOWS FROM INVESTING ACTIVITIES
Plant construction and other property additions . . . . . . (32,040) (9,560) (4,675) (160,466) (17)
Proceeds from dispositions of prop., plant and equip.-net . (233) (22) (171) 927 -
Cost of other investments-net . . . . . . . . . . . . . . . - - - - (12,580)
Intrasystem money pool investments-net . . . . . . . . . . - - - 4,500 (11,605)
Intrasystem long-term financing-net . . . . . . . . . . . . - - - - -
Property transfers to (from) affiliates . . . . . . . . . . - (4) - (2,772) 510
Net cash provided by (used in) investing activities . (32,273) (9,586) (4,846) (157,811) (23,692)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock - Registrant . . . . . . . . . . . - - - - -
Commercial paper borrowings (or repayments)-net . . . . . . - - - - -
Dividends paid - Registrant . . . . . . . . . . . . . . . . - - - - -
Intrasystem long-term financing-net . . . . . . . . . . . . - 20,901 7,152 (4,326) 18,450
Intrasystem money pool borrowings (or repayments)-net . . . 5,100 (2,990) (3,980) - (365)
Dividends paid - subsidiary cos. - consolidated . . . . . . (13,250) (5,653) (2,396) (16,636) -
Other-net . . . . . . . . . . . . . . . . . . . . . . . . . - - - - -
Net cash provided by (used in) financing activities . (8,150) 12,258 776 (20,962) 18,085
Net increase (decrease) in cash and TCIs . . . . . . . 1,431 (1,561) (399) 24 (215)
CASH AND TCIs AT JANUARY 1, 1994 . . . . . . . . . . . . . 552 3,451 1,392 3,195 370
CASH AND TCIs AT DECEMBER 31, 1994 . . . . . . . . . . . . $ 1,983 $ 1,890 $ 993 $ 3,219 $ 155
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for
Interest (net of amounts capitalized) . . . . . . . . . . $ 8,235 $ 3,002 $ 684 $ 14 652 $ 897
Income taxes (net of refunds) . . . . . . . . . . . . . . $ 3,167 $ 6,495 $ 256 $ (7,064) $ (1,609)
Non-cash financing activities
Conversion of 7 1/4% Convertible Subordinated Debentures $ - $ - $ - $ - $ -
<FN>
The Notes to Consolidated Financial Statements are an integral part of this statement and appear on pages 51 to 77 of Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference.
( ) denotes negative amount.
</TABLE>
48.
<PAGE>
ITEM 10.
(Continued)
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING STATEMENT OF CASH FLOWS (Continued)
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
SUBSIDIARIES
CNG Energy CNG Power CNG Storage Consolidated CNG
Services Services Service System LNG Research
Corporation Corporation Company Company Company
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ 1,170 $ (27) $ 1,679 $ 3,785 $ (179)
Adjustments to reconcile net income to net cash provided
by (used in) operating activities
Depreciation and amortization . . . . . . . . . . . . . . 367 - - - -
Deferred income taxes-net . . . . . . . . . . . . . . . . (126) 3 - (4,850) -
Investment tax credit . . . . . . . . . . . . . . . . . . - - - - -
Changes in current assets and current liabilities
Accounts receivable-net . . . . . . . . . . . . . . . 13,917 - - - -
Receivables from affiliated cos. - consolidated . . . 2,483 - (1) 109 27
Inventories . . . . . . . . . . . . . . . . . . . . . (7,624) - - - -
Unrecovered gas costs . . . . . . . . . . . . . . . . - - - - -
Accounts payable . . . . . . . . . . . . . . . . . . . (8,879) 18 - - (3)
Payables to affiliated cos. - consolidated . . . . . . (4,994) 66 - - 8
Estimated rate contingencies and refunds . . . . . . . - - - - -
Amounts payable to customers . . . . . . . . . . . . . - - - - -
Taxes accrued . . . . . . . . . . . . . . . . . . . . 286 (10) (285) (205) (35)
Other-net . . . . . . . . . . . . . . . . . . . . . . 2,820 - (1) 1 -
Changes in other assets and other liabilities . . . . . . 6,622 (3) - 13,166 -
Excess of dividends received from sub. cos. over
equity in earnings thereof - consolidated . . . . . . - - - - -
Other-net . . . . . . . . . . . . . . . . . . . . . . . . - - - - -
Net cash provided by (used in) operating activities . 6,042 47 1,392 12,006 (182)
CASH FLOWS FROM INVESTING ACTIVITIES
Plant construction and other property additions . . . . . . (2,400) (47) - - -
Proceeds from dispositions of prop., plant and equip.-net . - - - - -
Cost of other investments-net . . . . . . . . . . . . . . . - - - - -
Intrasystem money pool investments-net . . . . . . . . . . - - 240 (12,025) 55
Intrasystem long-term financing-net . . . . . . . . . . . . - - - - -
Property transfers to (from) affiliates . . . . . . . . . . 108 (510) - - -
Net cash provided by (used in) investing activities . (2,292) (557) 240 (12,025) 55
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock - Registrant . . . . . . . . . . . - - - - -
Commercial paper borrowings (or repayments)-net . . . . . . - - - - -
Dividends paid - Registrant . . . . . . . . . . . . . . . . - - - - -
Intrasystem long-term financing-net . . . . . . . . . . . . - 520 - - 50
Intrasystem money pool borrowings (or repayments)-net . . . 60 - - - -
Dividends paid - subsidiary cos. - consolidated . . . . . . - - (1,648) - -
Other-net . . . . . . . . . . . . . . . . . . . . . . . . . - - - - -
Net cash provided by (used in) financing activities . 60 520 (1,648) - 50
Net increase (decrease) in cash and TCIs . . . . . . . 3,810 10 (16) (19) (77)
CASH AND TCIs AT JANUARY 1, 1994 . . . . . . . . . . . . . 16 - 49 48 98
CASH AND TCIs AT DECEMBER 31, 1994 . . . . . . . . . . . . $ 3,826 $ 10 $ 33 $ 29 $ 21
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for
Interest (net of amounts capitalized) . . . . . . . . . . $ 797 $ - $ 457 $ - $ -
Income taxes (net of refunds) . . . . . . . . . . . . . . $ 840 $ - $ 1,482 $ 8,280 $ (80)
Non-cash financing activities
Conversion of 7 1/4% Convertible Subordinated Debentures $ - $ - $ - $ - $ -
<FN>
The Notes to Consolidated Financial Statements are an integral part of this statement and appear on pages 51 to 77 of Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference.
( ) denotes negative amount.
</TABLE>
49.
<PAGE>
ITEM 10.
(Continued)
CONSOLIDATED NATURAL GAS COMPANY
CONSOLIDATING STATEMENT OF CASH FLOWS (Concluded)
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
SUBSIDIARIES
CNG CNG
Coal Financial
Company Services, Inc.
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ (212) $ -
Adjustments to reconcile net income to net cash provided
by (used in) operating activities
Depreciation and amortization . . . . . . . . . . . . . . - -
Deferred income taxes-net . . . . . . . . . . . . . . . . - -
Investment tax credit . . . . . . . . . . . . . . . . . . - -
Changes in current assets and current liabilities
Accounts receivable-net . . . . . . . . . . . . . . . - -
Receivables from affiliated cos. - consolidated . . . (9) -
Inventories . . . . . . . . . . . . . . . . . . . . . - -
Unrecovered gas costs . . . . . . . . . . . . . . . . - -
Accounts payable . . . . . . . . . . . . . . . . . . . (79) -
Payables to affiliated cos. - consolidated . . . . . . (2) -
Estimated rate contingencies and refunds . . . . . . . - -
Amounts payable to customers . . . . . . . . . . . . . - -
Taxes accrued . . . . . . . . . . . . . . . . . . . . 88 -
Other-net . . . . . . . . . . . . . . . . . . . . . . 1 -
Changes in other assets and other liabilities . . . . . . - -
Excess of dividends received from sub. cos. over
equity in earnings thereof - consolidated . . . . . . - -
Other-net . . . . . . . . . . . . . . . . . . . . . . . . - -
Net cash provided by (used in) operating activities . (213) -
CASH FLOWS FROM INVESTING ACTIVITIES
Plant construction and other property additions . . . . . . - -
Proceeds from dispositions of prop., plant and equip.-net . - -
Cost of other investments-net . . . . . . . . . . . . . . . - -
Intrasystem money pool investments-net . . . . . . . . . . 220 -
Intrasystem long-term financing-net . . . . . . . . . . . . - -
Property transfers to (from) affiliates . . . . . . . . . . - -
Net cash provided by (used in) investing activities . 220 -
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock - Registrant . . . . . . . . . . . - -
Commercial paper borrowings (or repayments)-net . . . . . . - -
Dividends paid - Registrant . . . . . . . . . . . . . . . . - -
Intrasystem long-term financing-net . . . . . . . . . . . . - -
Intrasystem money pool borrowings (or repayments)-net . . . - -
Dividends paid - subsidiary cos. - consolidated . . . . . . - -
Other-net . . . . . . . . . . . . . . . . . . . . . . . . . - -
Net cash provided by (used in) financing activities . - -
Net increase (decrease) in cash and TCIs . . . . . . . 7 -
CASH AND TCIs AT JANUARY 1, 1994 . . . . . . . . . . . . . 34 41
CASH AND TCIs AT DECEMBER 31, 1994 . . . . . . . . . . . . $ 41 $ 41
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for
Interest (net of amounts capitalized) . . . . . . . . . . $ - $ -
Income taxes (net of refunds) . . . . . . . . . . . . . . $ (192) $ -
Non-cash financing activities
Conversion of 7 1/4% Convertible Subordinated Debentures $ - $ -
<FN>
The Notes to Consolidated Financial Statements are an integral part of this statement and appear on pages 51 to 77 of Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated herein by reference.
( ) denotes negative amount.
</TABLE>
50.
<PAGE>
ITEM 10.
(Continued)
CNG TRANSMISSION CORPORATION
CONSOLIDATING BALANCE SHEET
At December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
CNG Transmission
Corporation
Eliminations CNG CNG
and
and Combined Transmission Iroquois,
Subsidiary
Adjustments Total Corporation Inc.
<S> <C>
<C> <C> <C> <C>
PROPERTY, PLANT AND EQUIPMENT
Gas utility and other plant . . . . . . . . . . . . . . . . $ 1,957,518 $
- - $ 1,957,518 $ 1,957,518 $ -
Accumulated depreciation and amortization . . . . . . . . . (733,844)
- - (733,844) (733,844) -
Net gas utility and other plant . . . . . . . . . . 1,223,674
- - 1,223,674 1,223,674 -
Exploration and production properties . . . . . . . . . . . 230,735
- - 230,735 230,735 -
Accumulated depreciation and amortization . . . . . . . . . (205,753)
- - (205,753) (205,753) -
Net exploration and production properties . . . . . 24,982
- - 24,982 24,982 -
Net property, plant and equipment . . . . . . . . . 1,248,656
- - 1,248,656 1,248,656 -
INVESTMENTS
Stock of subsidiary companies, at equity - consolidated . . -
(17,935) 17,935 17,935 -
Notes of subsidiary company - consolidated . . . . . . . . -
- - - - -
Total investments . . . . . . . . . . . . . . . . . -
(17,935) 17,935 17,935 -
CURRENT ASSETS
Cash and temporary cash investments . . . . . . . . . . . . 6,229
- - 6,229 6,189 40
Accounts receivable
Customers . . . . . . . . . . . . . . . . . . . . . . . . 51,623
- - 51,623 51,623 -
Unbilled revenues and other . . . . . . . . . . . . . . . 6,221
- - 6,221 6,221 -
Allowance for doubtful accounts . . . . . . . . . . . . . -
- - - - -
Receivables from affiliated companies - consolidated . . . 72,094
(84) 72,178 68,422 3,756
Inventories, at cost
Gas stored - current portion (LIFO method) . . . . . . . -
- - - - -
Materials and supplies (average cost method) . . . . . . 13,470
- - 13,470 13,470 -
Unrecovered gas costs . . . . . . . . . . . . . . . . . . . 9,879
- - 9,879 9,879 -
Deferred income taxes - current . . . . . . . . . . . . . . 19,826
- - 19,826 19,826 -
Prepayments and other current assets . . . . . . . . . . . 41,770
- - 41,770 41,770 -
Total current assets . . . . . . . . . . . . . . . 221,112
(84) 221,196 217,400 3,796
REGULATORY AND OTHER ASSETS
Unamortized abandoned facilities . . . . . . . . . . . . . -
- - - - -
Other investments . . . . . . . . . . . . . . . . . . . . . 17,165
- - 17,165 - 17,165
Deferred charges and other assets . . . . . . . . . . . . . 60,078
- - 60,078 60,078 -
Total regulatory and other assets . . . . . . . . . 77,243
- - 77,243 60,078 17,165
Total assets . . . . . . . . . . . . . . . . . . . $ 1,547,011
$(18,019) $ 1,565,030 $ 1,544,069 $20,961
<FN>
( ) denotes negative amount.
</TABLE>
51.
<PAGE>
ITEM 10.
(Continued)
CNG TRANSMISSION CORPORATION
CONSOLIDATING BALANCE SHEET
At December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
CNG Transmission
Corporation
Eliminations CNG CNG
and
and Combined Transmission Iroquois,
Subsidiary
Adjustments Total Corporation Inc.
<S> <C>
<C> <C> <C> <C>
CAPITALIZATION
Common stockholder's equity
Common stock . . . . . . . . . . . . . . . . . . . . . . $ 590,000
$(14,940) $ 604,940 $ 590,000 $14,940
Capital in excess of par value . . . . . . . . . . . . . 2,254
- - 2,254 2,254 -
Retained earnings, per accompanying statement . . . . . . 145,469
(2,995) 148,464 145,469 2,995
Total common stockholder's equity . . . . . . . . . 737,723
(17,935) 755,658 737,723 17,935
Long-term debt
Debentures . . . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Convertible subordinated debentures . . . . . . . . . . . -
- - - - -
Unsecured loan . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Notes payable to Parent Company . . . . . . . . . . . . . 388,359
- - 388,359 388,359 -
Total long-term debt . . . . . . . . . . . . . . . 388,359
- - 388,359 388,359 -
Total capitalization . . . . . . . . . . . . . . . 1,126,082
(17,935) 1,144,017 1,126,082 17,935
CURRENT LIABILITIES
Current maturities on long-term debt . . . . . . . . . . . -
- - - - -
Commercial paper . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Accounts payable . . . . . . . . . . . . . . . . . . . . . 35,770
- - 35,770 35,770 -
Estimated rate contingencies and refunds . . . . . . . . . 52,348
- - 52,348 52,348 -
Payables to affiliated companies - consolidated . . . . . . 45,939
(84) 46,023 45,939 84
Amounts payable to customers. . . . . . . . . . . . . . . . -
- - - - -
Taxes accrued . . . . . . . . . . . . . . . . . . . . . . . 38,693
- - 38,693 38,754 (61)
Deferred income taxes - current . . . . . . . . . . . . . . -
- - - - -
Dividends declared . . . . . . . . . . . . . . . . . . . . -
- - - - -
Other current liabilities . . . . . . . . . . . . . . . . . 18,544
- - 18,544 18,544 -
Total current liabilities . . . . . . . . . . . . . 191,294
(84) 191,378 191,355 23
DEFERRED CREDITS
Deferred income taxes . . . . . . . . . . . . . . . . . . . 158,070
- - 158,070 155,067 3,003
Accumulated deferred investment tax credits . . . . . . . . 205
- - 205 205 -
Deferred credits and other liabilities . . . . . . . . . . 71,360
- - 71,360 71,360 -
Total deferred credits . . . . . . . . . . . . . . 229,635
- - 229,635 226,632 3,003
COMMITMENTS AND CONTINGENCIES
Total stockholder's equity and liabilities . . . . $1,547,011
$(18,019) $1,565,030 $1,544,069 $20,961
<FN>
( ) denotes negative amount.
</TABLE>
52.
<PAGE>
ITEM 10.
(Continued)
CNG TRANSMISSION CORPORATION
CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
CNG Transmission
Corporation
Eliminations CNG CNG
and
and Combined Transmission Iroquois,
Subsidiary
Adjustments Total Corporation Inc.
<S> <C>
<C> <C> <C> <C>
OPERATING REVENUES
Regulated gas sales . . . . . . . . . . . . . . . . . . . . $ (9,194) $
- - $ (9,194) $ (9,194) $ -
Nonregulated gas sales . . . . . . . . . . . . . . . . . . 28,468
- - 28,468 28,468 -
Total gas sales . . . . . . . . . . . . . . . . . . 19,274
- - 19,274 19,274 -
Gas transportation and storage . . . . . . . . . . . . . . 413,941
- - 413,941 413,941 -
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 56,889
- - 56,889 56,889 -
Total operating revenues . . . . . . . . . . . . . 490,104
- - 490,104 490,104 -
OPERATING EXPENSES
Purchased gas . . . . . . . . . . . . . . . . . . . . . . . 30,251
- - 30,251 30,251 -
Transport capacity and other purchased products . . . . . . 27,071
- - 27,071 27,071 -
Operation expense . . . . . . . . . . . . . . . . . . . . . 145,585
- - 145,585 145,585 -
Maintenance . . . . . . . . . . . . . . . . . . . . . . . . 29,979
- - 29,979 29,979 -
Depreciation and amortization . . . . . . . . . . . . . . . 58,059
- - 58,059 58,059 -
Taxes, other than income taxes . . . . . . . . . . . . . . 39,448
- - 39,448 39,245 203
Subtotal . . . . . . . . . . . . . . . . . . . . . 330,393
- - 330,393 330,190 203
Operating income before income taxes . . . . . . . 159,711
- - 159,711 159,914 (203)
Income taxes . . . . . . . . . . . . . . . . . . . . . . . 51,108
- - 51,108 50,002 1,106
Operating income . . . . . . . . . . . . . . . . . 108,603
- - 108,603 109,912 (1,309)
OTHER INCOME
Interest revenues . . . . . . . . . . . . . . . . . . . . . 2,439
- - 2,439 2,438 1
Other-net . . . . . . . . . . . . . . . . . . . . . . . . . 3,212
- - 3,212 212 3,000
Equity in earnings of subsidiary company - consolidated . . -
(1,780) 1,780 1,780 -
Interest revenues from affiliated companies - consolidated 3,866
- - 3,866 3,778 88
Total other income . . . . . . . . . . . . . . . . 9,517
(1,780) 11,297 8,208 3,089
Income before interest charges . . . . . . . . . . 118,120
(1,780) 119,900 118,120 1,780
INTEREST CHARGES
Interest on long-term debt . . . . . . . . . . . . . . . . 25,194
- - 25,194 25,194 -
Other interest expense . . . . . . . . . . . . . . . . . . 6,038
- - 6,038 6,038 -
Allowance for funds used during construction . . . . . . . (1,167)
- - (1,167) (1,167) -
Total interest charges . . . . . . . . . . . . . . 30,065
- - 30,065 30,065 -
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . $ 88,055
$(1,780) $ 89,835 $ 88,055 $ 1,780
<FN>
( ) denotes negative amount.
</TABLE>
53.
<PAGE>
ITEM 10.
(Continued)
CNG TRANSMISSION CORPORATION
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
CNG Transmission
Corporation
Eliminations CNG CNG
and
and Combined Transmission Iroquois,
Subsidiary
Adjustments Total Corporation Inc.
<S> <C>
<C> <C> <C> <C>
RETAINED EARNINGS
Balance at December 31, 1993 . . . . . . . . . . . . . . . $147,065
$(1,215) $148,280 $147,065 $1,215
Net income for the year 1994 per accompanying
income statement . . . . . . . . . . . . . . . . . . . . 88,055
(1,780) 89,835 88,055 1,780
Total . . . . . . . . . . . . . . . . . . . . . . . . . 235,120
(2,995) 238,115 235,120 2,995
Dividends declared on common stock - cash . . . . . . . . . (89,651)
- - (89,651) (89,651) -
Balance at December 31, 1994 . . . . . . . . . . . . . . . $145,469
$(2,995) $148,464 $145,469 $2,995
<FN>
( ) denotes negative amount.
</TABLE>
54.
<PAGE>
ITEM 10.
(Continued)
CNG TRANSMISSION CORPORATION
CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
CNG Transmission
Corporation
Eliminations CNG CNG
and
and Combined Transmission Iroquois,
Subsidiary
Adjustments Total Corporation Inc.
<S> <C>
<C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ 88,055
$(1,780) $ 89,835 $ 88,055 $ 1,780
Adjustments to reconcile net income to net cash provided
by (used in) operating activities
Depreciation and amortization . . . . . . . . . . . . . 58,059
- - 58,059 58,059 -
Deferred income taxes-net . . . . . . . . . . . . . . . (17,995)
- - (17,995) (18,760) 765
Investment tax credit . . . . . . . . . . . . . . . . . (438)
- - (438) (438) -
Changes in current assets and current liabilities
Accounts receivable-net . . . . . . . . . . . . . . . 5,483
- - 5,483 5,483 -
Receivables from affiliated cos. - consolidated . . . 20,236
84 20,152 23,908 (3,756)
Inventories . . . . . . . . . . . . . . . . . . . . . 1,605
- - 1,605 1,605 -
Unrecovered gas costs . . . . . . . . . . . . . . . . (9,879)
- - (9,879) (9,879) -
Accounts payable . . . . . . . . . . . . . . . . . . (7,884)
- - (7,884) (7,884) -
Payables to affiliated cos. - consolidated . . . . . 2,364
(84) 2,448 2,364 84
Estimated rate contingencies and refunds . . . . . . 35,302
- - 35,302 35,302 -
Amounts payable to customers . . . . . . . . . . . . (5,942)
- - (5,942) (5,942) -
Taxes accrued . . . . . . . . . . . . . . . . . . . . 7,480
- - 7,480 6,673 807
Other-net . . . . . . . . . . . . . . . . . . . . . . (9,556)
(860) (8,696) (8,696) -
Changes in other assets and other liabilities . . . . . 84,385
- - 84,385 84,385 -
Excess of dividends received from sub. cos. over
equity in earnings thereof - consolidated . . . . . . -
1,780 (1,780) (1,780) -
Other-net . . . . . . . . . . . . . . . . . . . . . . . (196)
- - (196) (196) -
Net cash provided by (used in) operating activities 251,079
(860) 251,939 252,259 (320)
CASH FLOWS FROM INVESTING ACTIVITIES
Plant construction and other property additions . . . . . . (106,737)
- - (106,737) (106,737) -
Proceeds from dispositions of prop., plant and equip.-net . 1,882
- - 1,882 1,882 -
Cost of other investments-net . . . . . . . . . . . . . . . (2,322)
860 (3,182) (1,780) (1,402)
Intrasystem money pool investments-net . . . . . . . . . . -
- - - - -
Intrasystem long-term financing-net . . . . . . . . . . . . -
- - - - -
Property transfers to (from) affiliates . . . . . . . . . . 2,677
- - 2,677 2,677 -
Net cash provided by (used in) investing activities (104,500)
860 (105,360) (103,958) (1,402)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock . . . . . . . . . . . . . . . . . -
- - - - -
Commercial paper borrowings (or repayments)-net . . . . . . -
- - - - -
Dividends paid . . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Intrasystem long-term financing-net . . . . . . . . . . . . 117,000
- - 117,000 117,000 -
Intrasystem money pool borrowings (or repayments)-net . . . (168,465)
- - (168,465) (168,465) -
Dividends paid - subsidiary cos. - consolidated . . . . . . (91,281)
- - (91,281) (91,281) -
Other-net . . . . . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Net cash provided by (used in) financing activities (142,746)
- - (142,746) (142,746) -
Net increase (decrease) in cash and TCIs . . . . . 3,833
- - 3,833 5,555 (1,722)
CASH AND TCIs AT JANUARY 1, 1994 . . . . . . . . . . . . . 2,396
- - 2,396 634 1,762
CASH AND TCIs AT DECEMBER 31, 1994 . . . . . . . . . . . . $ 6,229
$ - $ 6,229 $ 6,189 $ 40
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for
Interest (net of amounts capitalized) . . . . . . . . . . $ 28,769
$ - $ 28,769 $ 28,769 $ -
Income taxes (net of refunds) . . . . . . . . . . . . . . $ 66,744
$ - $ 66,744 $ 66,402 $ 342
<FN>
( ) denotes negative amount.
</TABLE>
55.
<PAGE>
ITEM 10.
(Continued)
CNG PRODUCING COMPANY
CONSOLIDATING BALANCE SHEET
At December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
CNG Producing
Company
Eliminations CNG CNG
and
and Combined Producing Pipeline
Subsidiary
Adjustments Total Company Company
<S> <C>
<C> <C> <C> <C>
PROPERTY, PLANT AND EQUIPMENT
Gas utility and other plant . . . . . . . . . . . . . . . . $ - $
- - $ - $ - $ -
Accumulated depreciation and amortization . . . . . . . . . -
- - - - -
Net gas utility and other plant . . . . . . . . . . -
- - - - -
Exploration and production properties . . . . . . . . . . . 2,899,468
- - 2,899,468 2,894,941 4,527
Accumulated depreciation and amortization . . . . . . . . . (1,789,876)
- - (1,789,876) (1,786,142) (3,734)
Net exploration and production properties . . . . . 1,109,592
- - 1,109,592 1,108,799 793
Net property, plant and equipment . . . . . . . . . 1,109,592
- - 1,109,592 1,108,799 793
INVESTMENTS
Stocks of subsidiary companies, at equity - consolidated . -
(1,449) 1,449 1,449 -
Notes of subsidiary companies - consolidated . . . . . . . -
- - - - -
Total investments . . . . . . . . . . . . . . . . . -
(1,449) 1,449 1,449 -
CURRENT ASSETS
Cash and temporary cash investments . . . . . . . . . . . . 3,219
- - 3,219 3,181 38
Accounts receivable
Customers . . . . . . . . . . . . . . . . . . . . . . . . 15,310
- - 15,310 15,310 -
Unbilled revenues and other . . . . . . . . . . . . . . . 58,820
- - 58,820 58,775 45
Allowance for doubtful accounts . . . . . . . . . . . . . (1,000)
- - (1,000) (1,000) -
Receivables from affiliated companies - consolidated . . . 95,262
- - 95,262 94,391 871
Inventories, at cost
Gas stored - current portion (LIFO method) . . . . . . . 63
- - 63 63 -
Materials and supplies (average cost method) . . . . . . 2,733
- - 2,733 2,733 -
Unrecovered gas costs . . . . . . . . . . . . . . . . . . . -
- - - - -
Deferred income taxes - current . . . . . . . . . . . . . . -
- - - - -
Prepayments and other current assets . . . . . . . . . . . 18,997
- - 18,997 18,979 18
Total current assets . . . . . . . . . . . . . . . 193,404
- - 193,404 192,432 972
REGULATORY AND OTHER ASSETS
Unamortized abandoned facilities . . . . . . . . . . . . . -
- - - - -
Other investments . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Deferred charges and other assets . . . . . . . . . . . . . 12,662
- - 12,662 12,662 -
Total regulatory and other assets . . . . . . . . . 12,662
- - 12,662 12,662 -
Total assets . . . . . . . . . . . . . . . . . . . $ 1,315,658
$(1,449) $ 1,317,107 $ 1,315,342 $ 1,765
<FN>
( ) denotes negative amount.
</TABLE>
56.
<PAGE>
ITEM 10.
(Continued)
CNG PRODUCING COMPANY
CONSOLIDATING BALANCE SHEET
At December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
CNG Producing
Company
Eliminations CNG CNG
and
and Combined Producing Pipeline
Subsidiary
Adjustments Total Company Company
<S> <C>
<C> <C> <C> <C>
CAPITALIZATION
Common stockholder's equity
Common stock . . . . . . . . . . . . . . . . . . . . . . $ 470,840
$(1,200) $ 472,040 $ 470,840 $1,200
Capital in excess of par value . . . . . . . . . . . . . -
- - - - -
Retained earnings, per accompanying statement . . . . . . 152,092
(249) 152,341 152,092 249
Total common stockholder's equity . . . . . . . . . 622,932
(1,449) 624,381 622,932 1,449
Long-term debt
Debentures . . . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Convertible subordinated debentures . . . . . . . . . . . -
- - - - -
Unsecured loan . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Notes payable to Parent Company . . . . . . . . . . . . . 253,575
- - 253,575 253,575 -
Total long-term debt . . . . . . . . . . . . . . . 253,575
- - 253,575 253,575 -
Total capitalization . . . . . . . . . . . . . . . 876,507
(1,449) 877,956 876,507 1,449
CURRENT LIABILITIES
Current maturities on long-term debt . . . . . . . . . . . -
- - - - -
Commercial paper . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Accounts payable . . . . . . . . . . . . . . . . . . . . . 89,053
- - 89,053 89,034 19
Estimated rate contingencies and refunds . . . . . . . . . -
- - - - -
Payables to affiliated companies - consolidated . . . . . . 12,477
- - 12,477 12,477 -
Amounts payable to customers. . . . . . . . . . . . . . . . -
- - - - -
Taxes accrued . . . . . . . . . . . . . . . . . . . . . . . 5,296
- - 5,296 5,277 19
Deferred income taxes - current . . . . . . . . . . . . . . -
- - - - -
Dividends declared . . . . . . . . . . . . . . . . . . . . -
- - - - -
Other current liabilities . . . . . . . . . . . . . . . . . 10,127
- - 10,127 10,125 2
Total current liabilities . . . . . . . . . . . . . 116,953
- - 116,953 116,913 40
DEFERRED CREDITS
Deferred income taxes . . . . . . . . . . . . . . . . . . . 293,918
- - 293,918 293,642 276
Accumulated deferred investment tax credits . . . . . . . . -
- - - - -
Deferred credits and other liabilities . . . . . . . . . . 28,280
- - 28,280 28,280 -
Total deferred credits . . . . . . . . . . . . . . 322,198
- - 322,198 321,922 276
COMMITMENTS AND CONTINGENCIES
Total stockholder's equity and liabilities . . . . $1,315,658
$(1,449) $1,317,107 $1,315,342 $1,765
<FN>
( ) denotes negative amount.
</TABLE>
57.
<PAGE>
ITEM 10.
(Continued)
CNG PRODUCING COMPANY
CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
CNG Producing
Company
Eliminations CNG CNG
and
and Combined Producing Pipeline
Subsidiary
Adjustments Total Company Company
<S> <C>
<C> <C> <C> <C>
OPERATING REVENUES
Regulated gas sales . . . . . . . . . . . . . . . . . . . . $ - $
- - $ - $ - $ -
Nonregulated gas sales . . . . . . . . . . . . . . . . . . 348,487
- - 348,487 348,487 -
Total gas sales . . . . . . . . . . . . . . . . . . 348,487
- - 348,487 348,487 -
Gas transportation and storage . . . . . . . . . . . . . . 283
- - 283 283 -
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 109,854
(648) 110,502 109,467 1,035
Total operating revenues . . . . . . . . . . . . . 458,624
(648) 459,272 458,237 1,035
OPERATING EXPENSES
Purchased gas . . . . . . . . . . . . . . . . . . . . . . . 130,878
- - 130,878 130,878 -
Transport capacity and other purchased products . . . . . . 43,496
- - 43,496 43,496 -
Operation expense . . . . . . . . . . . . . . . . . . . . . 103,779
(648) 104,427 103,973 454
Maintenance . . . . . . . . . . . . . . . . . . . . . . . . 4,372
- - 4,372 4,372 -
Depreciation and amortization . . . . . . . . . . . . . . . 151,035
- - 151,035 150,947 88
Taxes, other than income taxes . . . . . . . . . . . . . . 7,450
- - 7,450 7,441 9
Subtotal . . . . . . . . . . . . . . . . . . . . . 441,010
(648) 441,658 441,107 551
Operating income before income taxes . . . . . . . 17,614
- - 17,614 17,130 484
Income taxes . . . . . . . . . . . . . . . . . . . . . . . (7,660)
- - (7,660) (7,847) 187
Operating income . . . . . . . . . . . . . . . . . 25,274
- - 25,274 24,977 297
OTHER INCOME
Interest revenues . . . . . . . . . . . . . . . . . . . . . 518
- - 518 517 1
Other-net . . . . . . . . . . . . . . . . . . . . . . . . . 88
- - 88 88 -
Equity in earnings of subsidiary company - consolidated . . -
(342) 342 342 -
Interest revenues from affiliated companies - consolidated 4,643
- - 4,643 4,599 44
Total other income . . . . . . . . . . . . . . . . 5,249
(342) 5,591 5,546 45
Income before interest charges . . . . . . . . . . 30,523
(342) 30,865 30,523 342
INTEREST CHARGES
Interest on long-term debt . . . . . . . . . . . . . . . . 21,752
- - 21,752 21,752 -
Other interest expense . . . . . . . . . . . . . . . . . . 321
- - 321 321 -
Allowance for funds used during construction . . . . . . . (7,949)
- - (7,949) (7,949) -
Total interest charges . . . . . . . . . . . . . . 14,124
- - 14,124 14,124 -
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . $ 16,399
$(342) $ 16,741 $ 16,399 $ 342
<FN>
( ) denotes negative amount.
</TABLE>
58.
<PAGE>
ITEM 10.
(Continued)
CNG PRODUCING COMPANY
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
CNG Producing
Company
Eliminations CNG CNG
and
and Combined Producing Pipeline
Subsidiary
Adjustments Total Company Company
<S> <C>
<C> <C> <C> <C>
RETAINED EARNINGS
Balance at December 31, 1993 . . . . . . . . . . . . . . . $150,101 $
(652) $150,753 $150,101 $ 652
Net income for the year 1994 per accompanying
income statement . . . . . . . . . . . . . . . . . . . . 16,399
(342) 16,741 16,399 342
Total . . . . . . . . . . . . . . . . . . . . . . . . . 166,500
(994) 167,494 166,500 994
Dividends declared on common stock - cash . . . . . . . . . (14,408)
745 (15,153) (14,408) (745)
Balance at December 31, 1994 . . . . . . . . . . . . . . . $152,092 $
(249) $152,341 $152,092 $ 249
<FN>
( ) denotes negative amount.
</TABLE>
59.
<PAGE>
ITEM 10.
(Continued)
CNG PRODUCING COMPANY
CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
CNG Producing
Company
Eliminations CNG CNG
and
and Combined Producing Pipeline
Subsidiary
Adjustments Total Company Company
<S> <C>
<C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ 16,399
$ (342) $ 16,741 $ 16,399 $ 342
Adjustments to reconcile net income to net cash provided
by (used in) operating activities
Depreciation and amortization . . . . . . . . . . . . . 151,035
- - 151,035 150,947 88
Deferred income taxes-net . . . . . . . . . . . . . . . 909
- - 909 927 (18)
Investment tax credit . . . . . . . . . . . . . . . . . -
- - - - -
Changes in current assets and current liabilities
Accounts receivable-net . . . . . . . . . . . . . . . 4,769
- - 4,769 4,766 3
Receivables from affiliated cos. - consolidated . . . 3,555
- - 3,555 3,535 20
Inventories . . . . . . . . . . . . . . . . . . . . . 894
- - 894 894 -
Unrecovered gas costs . . . . . . . . . . . . . . . . -
- - - - -
Accounts payable . . . . . . . . . . . . . . . . . . 12,923
- - 12,923 12,970 (47)
Payables to affiliated cos. - consolidated . . . . . 1,965
- - 1,965 1,965 -
Estimated rate contingencies and refunds . . . . . . -
- - - - -
Amounts payable to customers . . . . . . . . . . . . -
- - - - -
Taxes accrued . . . . . . . . . . . . . . . . . . . . (1,076)
- - (1,076) (1,076) -
Other-net . . . . . . . . . . . . . . . . . . . . . . (6,148)
- - (6,148) (6,148) -
Changes in other assets and other liabilities . . . . . (6,427)
- - (6,427) (6,427) -
Excess of dividends received from sub. cos. over
equity in earnings thereof - consolidated . . . . . . -
(416) 416 416 -
Other-net . . . . . . . . . . . . . . . . . . . . . . . (1)
- - (1) (1) -
Net cash provided by (used in) operating activities . 178,797
(758) 179,555 179,167 388
CASH FLOWS FROM INVESTING ACTIVITIES
Plant construction and other property additions . . . . . . (160,466)
- - (160,466) (160,515) 49
Proceeds from dispositions of prop., plant and equip.-net . 927
- - 927 927 -
Cost of other investments-net . . . . . . . . . . . . . . . -
- - - - -
Intrasystem money pool investments-net . . . . . . . . . . 4,500
- - 4,500 4,180 320
Intrasystem long-term financing-net . . . . . . . . . . . . -
- - - - -
Property transfers to (from) affiliates . . . . . . . . . . (2,772)
- - (2,772) (2,772) -
Net cash provided by (used in) investing activities . (157,811)
- - (157,811) (158,180) 369
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock . . . . . . . . . . . . . . . . . -
- - - - -
Commercial paper borrowings (or repayments)-net . . . . . . -
- - - - -
Dividends paid . . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Intrasystem long-term financing-net . . . . . . . . . . . . (4,326)
- - (4,326) (4,326) -
Intrasystem money pool borrowings (or repayments)-net . . . -
- - - - -
Dividends paid - subsidiary cos. - consolidated . . . . . . (16,636)
758 (17,394) (16,636) (758)
Other-net . . . . . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Net cash provided by (used in) financing activities . (20,962)
758 (21,720) (20,962) (758)
Net increase (decrease) in cash and TCIs . . . . . . 24
- - 24 25 (1)
CASH AND TCIs AT JANUARY 1, 1994 . . . . . . . . . . . . . 3,195
- - 3,195 3,156 39
CASH AND TCIs AT DECEMBER 31, 1994 . . . . . . . . . . . . $ 3,219
$ - $ 3,219 $ 3,181 $ 38
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for
Interest (net of amounts capitalized) . . . . . . . . . . $ 14,652
$ - $ 14,652 $ 14,652 $ -
Income taxes (net of refunds) . . . . . . . . . . . . . . $ (7,064)
$ - $ (7,064) $ (7,269) $ 205
<FN>
( ) denotes negative amount.
</TABLE>
60.
<PAGE>
ITEM 10.
(Continued)
CNG ENERGY COMPANY
CONSOLIDATING BALANCE SHEET
At December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
CNG Energy
Company
Eliminations CNG CNG
and
and Combined Energy Technologies,
Subsidiaries
Adjustments Total Company Inc.
<S> <C> <C>
<C> <C> <C>
PROPERTY, PLANT AND EQUIPMENT
Gas utility and other plant . . . . . . . . . . . . . . . . $ 6,390 $
- - $ 6,390 $ 6,390 $ -
Accumulated depreciation and amortization . . . . . . . . . (1,674)
- - (1,674) (1,674) -
Net gas utility and other plant . . . . . . . . . . 4,716
- - 4,716 4,716 -
Exploration and production properties . . . . . . . . . . . -
- - - - -
Accumulated depreciation and amortization . . . . . . . . . -
- - - - -
Net exploration and production properties . . . . . -
- - - - -
Net property, plant and equipment . . . . . . . . . 4,716
- - 4,716 4,716 -
INVESTMENTS
Stocks of subsidiary companies, at equity - consolidated . -
(2,042) 2,042 2,042 -
Notes of subsidiary companies - consolidated . . . . . . . -
- - - - -
Total investments . . . . . . . . . . . . . . . . . -
(2,042) 2,042 2,042 -
CURRENT ASSETS
Cash and temporary cash investments . . . . . . . . . . . . 155
- - 155 154 -
Accounts receivable
Customers . . . . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Unbilled revenues and other . . . . . . . . . . . . . . . 671
- - 671 671 -
Allowance for doubtful accounts . . . . . . . . . . . . . -
- - - - -
Receivables from affiliated companies - consolidated . . . 12,134
(58) 12,192 12,172 20
Inventories, at cost
Gas stored - current portion (LIFO method) . . . . . . . -
- - - - -
Materials and supplies (average cost method) . . . . . . 325
- - 325 325 -
Unrecovered gas costs . . . . . . . . . . . . . . . . . . . -
- - - - -
Deferred income taxes - current . . . . . . . . . . . . . . -
- - - - -
Prepayments and other current assets . . . . . . . . . . . -
- - - - -
Total current assets . . . . . . . . . . . . . . . 13,285
(58) 13,343 13,322 20
REGULATORY AND OTHER ASSETS
Unamortized abandoned facilities . . . . . . . . . . . . . -
- - - - -
Other investments . . . . . . . . . . . . . . . . . . . . . 32,473
- - 32,473 30,372 2,000
Deferred charges and other assets . . . . . . . . . . . . . 169
- - 169 169 -
Total regulatory and other assets . . . . . . . . . 32,642
- - 32,642 30,541 2,000
Total assets . . . . . . . . . . . . . . . . . . . $50,643
$(2,100) $52,743 $50,621 $2,020
<FN>
( ) denotes negative amount.
</TABLE>
61.
<PAGE>
ITEM 10.
(Continued)
CNG ENERGY COMPANY
CONSOLIDATING BALANCE SHEET (Continued)
At December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Granite
CNG Market
Road
Center
CoGen,
Services,
Inc.
Inc.
<S> <C>
<C>
PROPERTY, PLANT AND EQUIPMENT
Gas utility and other plant . . . . . . . . . . . . . . . . $ -
$ -
Accumulated depreciation and amortization . . . . . . . . . -
- -
Net gas utility and other plant . . . . . . . . . . -
- -
Exploration and production properties . . . . . . . . . . . -
- -
Accumulated depreciation and amortization . . . . . . . . . -
- -
Net exploration and production properties . . . . . -
- -
Net property, plant and equipment . . . . . . . . . -
- -
INVESTMENTS
Stocks of subsidiary companies, at equity - consolidated . -
- -
Notes of subsidiary companies - consolidated . . . . . . . -
- -
Total investments . . . . . . . . . . . . . . . . . -
- -
CURRENT ASSETS
Cash and temporary cash investments . . . . . . . . . . . . -
1
Accounts receivable
Customers . . . . . . . . . . . . . . . . . . . . . . . . -
- -
Unbilled revenues and other . . . . . . . . . . . . . . . -
- -
Allowance for doubtful accounts . . . . . . . . . . . . . -
- -
Receivables from affiliated companies - consolidated . . . -
- -
Inventories, at cost
Gas stored - current portion (LIFO method) . . . . . . . -
- -
Materials and supplies (average cost method) . . . . . . -
- -
Unrecovered gas costs . . . . . . . . . . . . . . . . . . . -
- -
Deferred income taxes - current . . . . . . . . . . . . . . -
- -
Prepayments and other current assets . . . . . . . . . . . -
- -
Total current assets . . . . . . . . . . . . . . . -
1
REGULATORY AND OTHER ASSETS
Unamortized abandoned facilities . . . . . . . . . . . . . -
- -
Other investments . . . . . . . . . . . . . . . . . . . . . 1
100
Deferred charges and other assets . . . . . . . . . . . . . -
- -
Total regulatory and other assets . . . . . . . . . 1
100
Total assets . . . . . . . . . . . . . . . . . . . $ 1
$ 101
<FN>
( ) denotes negative amount.
</TABLE>
62.
<PAGE>
ITEM 10.
(Continued)
CNG ENERGY COMPANY
CONSOLIDATING BALANCE SHEET
At December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
CNG Energy
Company
Eliminations CNG CNG
and
and Combined Energy Technologies,
Subsidiaries
Adjustments Total Company Inc.
<S> <C>
<C> <C> <C> <C>
CAPITALIZATION
Common stockholder's equity
Common stock . . . . . . . . . . . . . . . . . . . . . . $22,460
$(2,101) $24,561 $22,460 $2,000
Capital in excess of par value . . . . . . . . . . . . . -
- - - - -
Retained earnings, per accompanying statement . . . . . . 2,084
59 2,025 2,084 2
Total common stockholder's equity . . . . . . . . . 24,544
(2,042) 26,586 24,544 2,002
Long-term debt
Debentures . . . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Convertible subordinated debentures . . . . . . . . . . . -
- - - - -
Unsecured loan . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Notes payable to Parent Company . . . . . . . . . . . . . 13,473
- - 13,473 13,473 -
Total long-term debt . . . . . . . . . . . . . . . 13,473
- - 13,473 13,473 -
Total capitalization . . . . . . . . . . . . . . . 38,017
(2,042) 40,059 38,017 2,002
CURRENT LIABILITIES
Current maturities on long-term debt . . . . . . . . . . . -
- - - - -
Commercial paper . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Accounts payable . . . . . . . . . . . . . . . . . . . . . 551
- - 551 551 -
Estimated rate contingencies and refunds . . . . . . . . . -
- - - - -
Payables to affiliated companies - consolidated . . . . . . 582
(58) 640 559 -
Amounts payable to customers . . . . . . . . . . . . . . . -
- - - - -
Taxes accrued . . . . . . . . . . . . . . . . . . . . . . . 1,194
- - 1,194 1,223 2
Deferred income taxes - current . . . . . . . . . . . . . . -
- - - - -
Dividends declared . . . . . . . . . . . . . . . . . . . . -
- - - - -
Other current liabilities . . . . . . . . . . . . . . . . . 104
- - 104 92 -
Total current liabilities . . . . . . . . . . . . . 2,431
(58) 2,489 2,425 2
DEFERRED CREDITS
Deferred income taxes . . . . . . . . . . . . . . . . . . . 10,195
- - 10,195 10,179 16
Accumulated deferred investment tax credits . . . . . . . . -
- - - - -
Deferred credits and other liabilities . . . . . . . . . . -
- - - - -
Total deferred credits . . . . . . . . . . . . . . 10,195
- - 10,195 10,179 16
COMMITMENTS AND CONTINGENCIES
Total stockholder's equity and liabilities . . . . $50,643
$(2,100) $52,743 $50,621 $2,020
<FN>
( ) denotes negative amount.
</TABLE>
63.
<PAGE>
ITEM 10.
(Continued)
CNG ENERGY COMPANY
CONSOLIDATING BALANCE SHEET (Continued)
At December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Granite
CNG Market
Road
Center
CoGen.,
Services,
Inc.
Inc.
<S> <C>
<C>
CAPITALIZATION
Common stockholders' equity
Common stock . . . . . . . . . . . . . . . . . . . . . . $ 1
$ 100
Capital in excess of par value . . . . . . . . . . . . . -
- -
Retained earnings, per accompanying statement . . . . . . -
(61)
Total common stockholder's equity . . . . . . . . . 1
39
Long-term debt
Debentures . . . . . . . . . . . . . . . . . . . . . . . -
- -
Convertible subordinated debentures . . . . . . . . . . . -
- -
Unsecured loan . . . . . . . . . . . . . . . . . . . . . -
- -
Notes payable to Parent Company . . . . . . . . . . . . . -
- -
Total long-term debt . . . . . . . . . . . . . . . -
- -
Total capitalization . . . . . . . . . . . . . . . 1
39
CURRENT LIABILITIES
Current maturities on long-term debt . . . . . . . . . . . -
- -
Commercial paper . . . . . . . . . . . . . . . . . . . . . -
- -
Accounts payable . . . . . . . . . . . . . . . . . . . . . -
- -
Estimated rate contingencies and refunds . . . . . . . . . -
- -
Payables to affiliated companies - consolidated . . . . . . -
81
Amounts payable to customers . . . . . . . . . . . . . . . -
- -
Taxes accrued . . . . . . . . . . . . . . . . . . . . . . . -
(31)
Deferred income taxes - current . . . . . . . . . . . . . . -
- -
Dividends declared . . . . . . . . . . . . . . . . . . . . -
- -
Other current liabilities . . . . . . . . . . . . . . . . . -
12
Total current liabilities . . . . . . . . . . . . . -
62
DEFERRED CREDITS
Deferred income taxes . . . . . . . . . . . . . . . . . . . -
- -
Accumulated deferred investment tax credits . . . . . . . . -
- -
Deferred credits and other liabilities . . . . . . . . . . -
- -
Total deferred credits . . . . . . . . . . . . . . -
- -
COMMITMENTS AND CONTINGENCIES
Total stockholder's equity and liabilities . . . . $ 1
$ 101
<FN>
( ) denotes negative amount.
</TABLE>
64.
<PAGE>
ITEM 10.
(Continued)
CNG ENERGY COMPANY
CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
CNG Energy
Company
Eliminations CNG CNG
and
and Combined Energy Lakewood,
Subsidiaries
Adjustments Total Company Inc.
<S> <C> <C>
<C> <C> <C>
OPERATING REVENUES
Regulated gas sales . . . . . . . . . . . . . . . . . . . . $ - $
- - $ - $ - $ -
Nonregulated gas sales . . . . . . . . . . . . . . . . . . -
- - - - -
Total gas sales . . . . . . . . . . . . . . . . . . -
- - - - -
Gas transportation and storage. . . . . . . . . . . . . . . -
- - - - -
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,322
- - 12,322 12,322 -
Total operating revenues . . . . . . . . . . . . . 12,322
- - 12,322 12,322 -
OPERATING EXPENSES
Purchased gas . . . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Transport capacity and other purchased products . . . . . . 8,384
- - 8,384 8,384 -
Operation expense . . . . . . . . . . . . . . . . . . . . . 2,379
- - 2,379 2,112 174
Maintenance . . . . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Depreciation and amortization . . . . . . . . . . . . . . . 369
- - 369 369 -
Taxes, other than income taxes . . . . . . . . . . . . . . 303
- - 303 292 1
Subtotal . . . . . . . . . . . . . . . . . . . . . 11,435
- - 11,435 11,157 175
Operating income before income taxes . . . . . . . 887
- - 887 1,165 (175)
Income taxes . . . . . . . . . . . . . . . . . . . . . . . 923
- - 923 1,029 (56)
Operating income . . . . . . . . . . . . . . . . . (36)
- - (36) 136 (119)
OTHER INCOME
Interest revenues . . . . . . . . . . . . . . . . . . . . . 6
- - 6 6 -
Other-net . . . . . . . . . . . . . . . . . . . . . . . . . 2,042
- - 2,042 2,036 6
Equity in earnings of subsidiary companies - consolidated . -
166 (166) (166) -
Interest revenues from affiliated companies - consolidated 477
- - 477 477 -
Total other income . . . . . . . . . . . . . . . . 2,525
166 2,359 2,353 6
Income before interest charges . . . . . . . . . . 2,489
166 2,323 2,489 (113)
INTEREST CHARGES
Interest on long-term debt . . . . . . . . . . . . . . . . 620
- - 620 620 -
Other interest expense . . . . . . . . . . . . . . . . . . 344
- - 344 344 -
Allowance for funds used during construction . . . . . . . -
- - - - -
Total interest charges . . . . . . . . . . . . . . 964
- - 964 964 -
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . $ 1,525 $
166 $ 1,359 $ 1,525 $ (113)
<FN>
( ) denotes negative amount.
</TABLE>
65.
<PAGE>
ITEM 10.
(Continued)
CNG ENERGY COMPANY
CONSOLIDATING INCOME STATEMENT (Continued)
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Granite CNG Market
CNG
Road Center
Technologies,
CoGen, Services,
Inc.
Inc. Inc.
<S> <C>
<C> <C>
OPERATING REVENUES
Regulated gas sales . . . . . . . . . . . . . . . . . . . . $ -
$ - $ -
Nonregulated gas sales . . . . . . . . . . . . . . . . . . -
- - -
Total gas sales . . . . . . . . . . . . . . . . . . -
- - -
Gas transportation and storage . . . . . . . . . . . . . . -
- - -
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . -
- - -
Total operating revenues . . . . . . . . . . . . . -
- - -
OPERATING EXPENSES
Purchased gas . . . . . . . . . . . . . . . . . . . . . . . -
- - -
Transport capacity and other purchased products . . . . . . -
- - -
Operation expense . . . . . . . . . . . . . . . . . . . . . 1
- - 92
Maintenance . . . . . . . . . . . . . . . . . . . . . . . . -
- - -
Depreciation and amortization . . . . . . . . . . . . . . . -
- - -
Taxes, other than income taxes . . . . . . . . . . . . . . 10
- - -
Subtotal . . . . . . . . . . . . . . . . . . . . . 11
- - 92
Operating income before income taxes . . . . . . . (11)
- - (92)
Income taxes . . . . . . . . . . . . . . . . . . . . . . . (19)
- - (31)
Operating income . . . . . . . . . . . . . . . . . 8
- - (61)
OTHER INCOME
Interest revenues . . . . . . . . . . . . . . . . . . . . . -
- - -
Other-net . . . . . . . . . . . . . . . . . . . . . . . . . -
- - -
Equity in earnings of subsidiary companies - consolidated . -
- - -
Interest revenues from affiliated companies - consolidated -
- - -
Total other income . . . . . . . . . . . . . . . . -
- - -
Income before interest charges . . . . . . . . . . 8
- - (61)
INTEREST CHARGES
Interest on long-term debt . . . . . . . . . . . . . . . . -
- - -
Other interest expense . . . . . . . . . . . . . . . . . . -
- - -
Allowance for funds used during construction . . . . . . . -
- - -
Total interest charges . . . . . . . . . . . . . . -
- - -
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . $ 8
$ - $ (61)
<FN>
( ) denotes negative amount.
</TABLE>
66.
<PAGE>
ITEM 10.
(Continued)
CNG ENERGY COMPANY
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
CNG Energy
Company
Eliminations CNG CNG
and
and Combined Energy Lakewood,
Subsidiaries
Adjustments Total Company Inc.
<S> <C>
<C> <C> <C> <C>
RETAINED EARNINGS
Balance at December 31, 1993 . . . . . . . . . . . . . . $ 131 $
321 $ (190) $ 131 $(315)
Adjustment:
Purchase of CNG Lakewood, Inc. by
CNG Power Services Corporation
from CNG Energy Company effective
November 30, 1994 . . . . . . . . . . . . . . . . . 428
(428) 856 428 428
Net income for the year 1994 per accompanying
income statement . . . . . . . . . . . . . . . . . . . 1,525
166 1,359 1,525 (113)
Total . . . . . . . . . . . . . . . . . . . . . . 2,084
59 2,025 2,084 -
Dividends declared on common stock - cash . . . . . . . -
- - - - -
Balance at December 31, 1994 . . . . . . . . . . . . . . $2,084 $
59 $2,025 $2,084 $ -
<FN>
( ) denotes negative amount.
</TABLE>
67.
<PAGE>
ITEM 10.
(Continued)
CNG ENERGY COMPANY
CONSOLIDATING STATEMENT OF RETAINED EARNINGS (Continued)
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Granite CNG Market
CNG
Road Center
Technologies,
CoGen, Services
Inc.
Inc. Inc.
<S> <C>
<C> <C>
RETAINED EARNINGS
Balance at December 31, 1993 . . . . . . . . . . . . . . $ (6)
$ - $ -
Adjustment:
Purchase of CNG Lakewood, Inc. by
CNG Power Services Corporation
from CNG Energy Company effective
November 30, 1994 . . . . . . . . . . . . . . . . . -
- - -
Net income for the year 1994 per accompanying
income statement . . . . . . . . . . . . . . . . . . . 8
- - (61)
Total . . . . . . . . . . . . . . . . . . . . . . 2
- - (61)
Dividends declared on common stock - cash . . . . . . . -
- - -
Balance at December 31, 1994 . . . . . . . . . . . . . . $ 2
$ - $ (61)
<FN>
( ) denotes negative amount.
</TABLE>
68.
<PAGE>
ITEM 10.
(Continued)
CNG ENERGY COMPANY
CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
CNG Energy
Company
Eliminations CNG CNG
and
and Combined Energy Lakewood,
Subsidiaries
Adjustments Total Company Inc.
<S> <C>
<C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ 1,525
$ 166 $ 1,359 $ 1,525 $ (113)
Adjustments to reconcile net income to net cash provided
by (used in) operating activities
Depreciation and amortization . . . . . . . . . . . . . 369
- - 369 369 -
Deferred income taxes-net . . . . . . . . . . . . . . . 1,558
- - 1,558 1,530 12
Investment tax credit . . . . . . . . . . . . . . . . . -
- - - - -
Changes in current assets and current liabilities
Accounts receivable-net . . . . . . . . . . . . . . . 6
- - 6 6 -
Receivables from affiliated cos. - consolidated . . . (529)
58 (587) (567) -
Inventories . . . . . . . . . . . . . . . . . . . . . (109)
- - (109) (109) -
Unrecovered gas costs . . . . . . . . . . . . . . . . -
- - - - -
Accounts payable . . . . . . . . . . . . . . . . . . (115)
- - (115) 68 (195)
Payables to affiliated cos. - consolidated . . . . . 383
(58) 441 155 200
Estimated rate contingencies and refunds . . . . . . -
- - - - -
Amounts payable to customers . . . . . . . . . . . . -
- - - - -
Taxes accrued . . . . . . . . . . . . . . . . . . . . 1,049
- - 1,049 987 102
Other-net . . . . . . . . . . . . . . . . . . . . . . 89
- - 89 89 -
Changes in other assets and other liabilities . . . . . 1,166
- - 1,166 1,172 (6)
Excess of dividends received from sub. cos. over
equity in earnings thereof - consolidated . . . . . . -
(166) 166 166 -
Other-net . . . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Net cash provided by (used in) operating activities 5,392
- - 5,392 5,391 -
CASH FLOWS FROM INVESTING ACTIVITIES
Plant construction and other property additions . . . . . . (17)
- - (17) (17) -
Proceeds from dispositions of prop., plant and equip.-net . -
- - - - -
Cost of other investments-net . . . . . . . . . . . . . . . (12,580)
1,110 (13,690) (12,580) (510)
Intrasystem money pool investments-net . . . . . . . . . . (11,605)
- - (11,605) (11,605) -
Intrasystem long-term financing-net . . . . . . . . . . . . -
- - - - -
Property transfers to (from) affiliates . . . . . . . . . . 510
(10) 520 520 -
Net cash provided by (used in) investing activities (23,692)
1,100 (24,792) (23,682) (510)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock . . . . . . . . . . . . . . . . . -
- - - - -
Commercial paper borrowings (or repayments)-net . . . . . . -
- - - - -
Dividends paid . . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Intrasystem long-term financing-net . . . . . . . . . . . . 18,450
(1,110) 19,560 18,450 510
Intrasystem money pool borrowings (or repayments)-net . . . (365)
- - (365) (365) -
Dividends paid - subsidiary cos. - consolidated . . . . . . -
- - - - -
Other-net . . . . . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Net cash provided by (used in) financing activities 18,085
(1,110) 19,195 18,085 510
Net increase (decrease) in cash and TCIs . . . . . (215)
(10) (205) (206) -
CASH AND TCIs AT JANUARY 1, 1994 . . . . . . . . . . . . . 370
10 360 360 -
CASH AND TCIs AT DECEMBER 31, 1994 . . . . . . . . . . . . $ 155
$ - $ 155 $ 154 $ -
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for
Interest (net of amounts capitalized) . . . . . . . . . . $ 897
$ - $ 897 $ 897 $ -
Income taxes (net of refunds) . . . . . . . . . . . . . . $ (1,609)
$ - $ (1,609) $ (1,414) $ (170)
<FN>
( ) denotes negative amount.
</TABLE>
69.
<PAGE>
ITEM 10.
(Continued)
CNG ENERGY COMPANY
CONSOLIDATING STATEMENT OF CASH FLOWS (Continued)
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
Granite CNG Market
CNG
Road Center
Technologies,
CoGen, Services
Inc.
Inc. Inc.
<S> <C>
<C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ 8
$ - $ (61)
Adjustments to reconcile net income to net cash provided
by (used in) operating activities
Depreciation and amortization . . . . . . . . . . . . . -
- - -
Deferred income taxes-net . . . . . . . . . . . . . . . 16
- - -
Investment tax credit . . . . . . . . . . . . . . . . . -
- - -
Changes in current assets and current liabilities
Accounts receivable-net . . . . . . . . . . . . . . . -
- - -
Receivables from affiliated cos. - consolidated . . . (20)
- - -
Inventories . . . . . . . . . . . . . . . . . . . . . -
- - -
Unrecovered gas costs . . . . . . . . . . . . . . . . -
- - -
Accounts payable . . . . . . . . . . . . . . . . . . -
- - 12
Payables to affiliated cos. - consolidated . . . . . 5
- - 81
Estimated rate contingencies and refunds . . . . . . -
- - -
Amounts payable to customers . . . . . . . . . . . . -
- - -
Taxes accrued . . . . . . . . . . . . . . . . . . . . (9)
- - (31)
Other-net . . . . . . . . . . . . . . . . . . . . . . -
- - -
Changes in other assets and other liabilities . . . . . -
- - -
Excess of dividends received from sub. cos. over
equity in earnings thereof - consolidated . . . . . . -
- - -
Other-net . . . . . . . . . . . . . . . . . . . . . . . -
- - -
Net cash provided by (used in) operating activities -
- - 1
CASH FLOWS FROM INVESTING ACTIVITIES
Plant construction and other property additions . . . . . . -
- - -
Proceeds from dispositions of prop., plant and equip.-net . -
- - -
Cost of other investments-net . . . . . . . . . . . . . . . (500)
- - (100)
Intrasystem money pool investments-net . . . . . . . . . . -
- - -
Intrasystem long-term financing-net . . . . . . . . . . . . -
- - -
Property transfers to (from) affiliates . . . . . . . . . . -
- - -
Net cash provided by (used in) investing activities (500)
- - (100)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock . . . . . . . . . . . . . . . . . -
- - -
Commercial paper borrowings (or repayments)-net . . . . . . -
- - -
Dividends paid . . . . . . . . . . . . . . . . . . . . . . -
- - -
Intrasystem long-term financing-net . . . . . . . . . . . . 500
- - 100
Intrasystem money pool borrowings and repayments-net . . . -
- - -
Dividends paid - subsidiary cos. - consolidated . . . . . . -
- - -
Other-net . . . . . . . . . . . . . . . . . . . . . . . . . -
- - -
Net cash provided by (used in) financing activities 500
- - 100
Net increase (decrease) in cash and TCIs . . . . . -
- - 1
CASH AND TCIs AT JANUARY 1, 1994 . . . . . . . . . . . . . -
- - -
CASH AND TCIs AT DECEMBER 31, 1994 . . . . . . . . . . . . $ -
$ - 1
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for
Interest (net of amounts capitalized) . . . . . . . . . . $ -
$ - $ -
Income taxes (net of refunds) . . . . . . . . . . . . . . $ (25)
$ - -
<FN>
( ) denotes negative amount.
</TABLE>
70.
<PAGE>
ITEM 10.
(Continued)
CNG POWER SERVICES CORPORATION
CONSOLIDATING BALANCE SHEET
At December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
CNG Power
Services
CNG
Corporation
Eliminations Power CNG
and
and Combined Services Lakewood,
Subsidiary
Adjustments Total Corporation Inc.
<S> <C> <C>
<C> <C> <C>
PROPERTY, PLANT AND EQUIPMENT
Gas utility and other plant . . . . . . . . . . . . . . . . $ 47 $ -
$ 47 $ 47 $ -
Accumulated depreciation and amortization . . . . . . . . . - -
- - - -
Net gas utility and other plant . . . . . . . . . . 47 -
47 47 -
Exploration and production properties . . . . . . . . . . . - -
- - - -
Accumulated depreciation and amortization . . . . . . . . . - -
- - - -
Net exploration and production properties . . . . . - -
- - - -
Net property, plant and equipment . . . . . . . . . 47 -
47 47 -
INVESTMENTS
Stock of subsidiary company, at equity - consolidated . . . -
(522) 522 522 -
Notes of subsidiary company - consolidated . . . . . . . . - -
- - - -
Total investments . . . . . . . . . . . . . . . . . -
(522) 522 522 -
CURRENT ASSETS
Cash and temporary cash investments . . . . . . . . . . . . 10 -
10 - 10
Accounts receivable
Customers . . . . . . . . . . . . . . . . . . . . . . . . - -
- - - -
Unbilled revenues and other . . . . . . . . . . . . . . . 19 -
19 - 19
Allowance for doubtful accounts . . . . . . . . . . . . . - -
- - - -
Receivables from affiliated companies - consolidated . . . - -
- - - -
Inventories, at cost
Gas stored - current portion (LIFO method) . . . . . . . - -
- - - -
Materials and supplies (average cost method) . . . . . . - -
- - - -
Unrecovered gas costs . . . . . . . . . . . . . . . . . . . - -
- - - -
Deferred income taxes - current . . . . . . . . . . . . . . - -
- - - -
Prepayments and other current assets . . . . . . . . . . . - -
- - - -
Total current assets . . . . . . . . . . . . . . . 29 -
29 - 29
REGULATORY AND OTHER ASSETS
Unamortized abandoned facilities . . . . . . . . . . . . . - -
- - - -
Other investments . . . . . . . . . . . . . . . . . . . . . 519 -
519 - 519
Deferred charges and other assets . . . . . . . . . . . . . - -
- - - -
Total regulatory and other assets . . . . . . . . . 519 -
519 - 519
Total assets . . . . . . . . . . . . . . . . . . . $ 595 $
(522) $1,117 $ 569 $ 548
<FN>
( ) denotes negative amount.
</TABLE>
71.
<PAGE>
ITEM 10.
(Continued)
CNG POWER SERVICES CORPORATION
CONSOLIDATING BALANCE SHEET
At December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
CNG Power
Services
CNG
Corporation
Eliminations Power CNG
and
and Combined Services Lakewood,
Subsidiary
Adjustments Total Corporation Inc.
<S> <C> <C>
<C> <C> <C>
CAPITALIZATION
Common stockholder's equity
Common stock . . . . . . . . . . . . . . . . . . . . . . $ 520 $
(520) $1,040 $ 520 $ 520
Capital in excess of par value . . . . . . . . . . . . . -
- - - - -
Retained earnings, per accompanying statement . . . . . . (455)
(2) (453) (27) (426)
Total common stockholder's equity . . . . . . . . . 65
(522) 587 493 94
Long-term debt
Debentures . . . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Convertible subordinated debentures . . . . . . . . . . . -
- - - - -
Unsecured loan . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Notes payable to Parent Company . . . . . . . . . . . . . -
- - - - -
Total long-term debt . . . . . . . . . . . . . . . -
- - - - -
Total capitalization . . . . . . . . . . . . . . . 65
(522) 587 493 94
CURRENT LIABILITIES
Current maturities on long-term debt . . . . . . . . . . . -
- - - - -
Commercial paper . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Accounts payable . . . . . . . . . . . . . . . . . . . . . 18
- - 18 18 -
Estimated rate contingencies and refunds . . . . . . . . . -
- - - - -
Payables to affiliated companies - consolidated . . . . . . 574
- - 574 66 508
Amounts payable to customers . . . . . . . . . . . . . . . -
- - - - -
Taxes accrued . . . . . . . . . . . . . . . . . . . . . . . (78)
- - (78) (8) (70)
Deferred income taxes - current . . . . . . . . . . . . . . -
- - - - -
Dividends declared . . . . . . . . . . . . . . . . . . . . -
- - - - -
Other current liabilities . . . . . . . . . . . . . . . . . 1
- - 1 - 1
Total current liabilities . . . . . . . . . . . . . 515
- - 515 76 439
DEFERRED CREDITS
Deferred income taxes . . . . . . . . . . . . . . . . . . . 15
- - 15 - 15
Accumulated deferred investment tax credits . . . . . . . . -
- - - - -
Deferred credits and other liabilities . . . . . . . . . . -
- - - - -
Total deferred credits . . . . . . . . . . . . . . 15
- - 15 - 15
COMMITMENTS AND CONTINGENCIES
Total stockholder's equity and liabilities . . . . $ 595 $
(522) $1,117 $ 569 $ 548
<FN>
( ) denotes negative amount.
</TABLE>
72.
<PAGE>
ITEM 10.
(Continued)
CNG POWER SERVICES CORPORATION
CONSOLIDATING INCOME STATEMENT
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
CNG Power
Services
CNG
Corporation
Eliminations Power CNG
and
and Combined Services Lakewood,
Subsidiary
Adjustments Total Corporation Inc.
<S> <C>
<C> <C> <C> <C>
OPERATING REVENUES
Regulated gas sales . . . . . . . . . . . . . . . . . . . . $ - $
- - $ - $ - $ -
Nonregulated gas sales . . . . . . . . . . . . . . . . . . -
- - - - -
Total gas sales . . . . . . . . . . . . . . . . . . -
- - - - -
Gas transportion and storage . . . . . . . . . . . . . . . -
- - - - -
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Total operating revenues . . . . . . . . . . . . . -
- - - - -
OPERATING EXPENSES
Purchased gas . . . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Transport capacity and other purchased products . . . . . . -
- - - - -
Operation expense . . . . . . . . . . . . . . . . . . . . . 37
- - 37 37 -
Maintenance . . . . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Depreciation and amortization . . . . . . . . . . . . . . . -
- - - - -
Taxes, other than income taxes . . . . . . . . . . . . . . -
- - - - -
Subtotal . . . . . . . . . . . . . . . . . . . . . 37
- - 37 37 -
Operating income before income taxes . . . . . . . (37)
- - (37) (37) -
Income taxes . . . . . . . . . . . . . . . . . . . . . . . (7)
- - (7) (8) 1
Operating income . . . . . . . . . . . . . . . . . (30)
- - (30) (29) (1)
OTHER INCOME
Interest revenues . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Other-net . . . . . . . . . . . . . . . . . . . . . . . . . 3
- - 3 - 3
Equity in earnings of subsidiary company - consolidated . . -
(2) 2 2 -
Interest revenues from affiliated companies - consolidated -
- - - - -
Total other income . . . . . . . . . . . . . . . . 3
(2) 5 2 3
Income before interest charges . . . . . . . . . . (27)
(2) (25) (27) 2
INTEREST CHARGES
Interest on long-term debt . . . . . . . . . . . . . . . . -
- - - - -
Other interest expense . . . . . . . . . . . . . . . . . . -
- - - - -
Allowance for funds used during construction . . . . . . . -
- - - - -
Total interest charges . . . . . . . . . . . . . . -
- - - - -
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . $ (27) $
(2) $ (25) $ (27) $ 2
<FN>
( ) denotes negative amount.
</TABLE>
73.
<PAGE>
ITEM 10.
(Continued)
CNG POWER SERVICES CORPORATION
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
CNG Power
Services
CNG
Corporation
Eliminations Power CNG
and
and Combined Services Lakewood,
Subsidiary
Adjustments Total Corporation Inc.
<S> <C>
<C> <C> <C> <C>
RETAINED EARNINGS
Balance at December 31, 1993 . . . . . . . . . . . . . . $ - $
- - $ - $ - $ -
Adjustment:
Purchase of CNG Lakewood, Inc. by
CNG Power Services Corporation
from CNG Energy Company effective
November 30, 1994 . . . . . . . . . . . . . . . . . (428)
- - (428) - (428)
Net income for the year 1994 per accompanying
income statement . . . . . . . . . . . . . . . . . . . (27)
(2) (25) (27) 2
Total . . . . . . . . . . . . . . . . . . . . . . . (455)
(2) (453) (27) (426)
Dividends declared on common stock - cash . . . . . . . -
- - - - -
Balance at December 31, 1994 . . . . . . . . . . . . . . $(455) $
(2) $ (453) $ (27) $(426)
<FN>
( ) denotes negative amount.
</TABLE>
74.
<PAGE>
ITEM 10.
(Continued)
CNG POWER SERVICES CORPORATION
CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 1994
(Thousands of Dollars)
<TABLE>
<CAPTION>
CNG Power
Services
CNG
Corporation
Eliminations Power CNG
and
and Combined Services Lakewood,
Subsidiary
Adjustments Total Corporation Inc.
<S> <C>
<C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ (27)
$ (2) $ (25) $ (27) $ 2
Adjustments to reconcile net income to net cash provided
by (used in) operating activities
Depreciation and amortization . . . . . . . . . . . . . -
- - - - -
Deferred income taxes-net . . . . . . . . . . . . . . . 3
- - 3 - 3
Investment tax credit . . . . . . . . . . . . . . . . . -
- - - - -
Changes in current assets and current liabilities
Accounts receivable-net . . . . . . . . . . . . . . . -
- - - - -
Receivables from affiliated cos. - consolidated . . . -
- - - - -
Inventories . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Unrecovered gas costs . . . . . . . . . . . . . . . . -
- - - - -
Accounts payable . . . . . . . . . . . . . . . . . . 18
- - 18 18 -
Payables to affiliated cos. - consolidated . . . . . 66
- - 66 66 -
Estimated rate contingencies and refunds . . . . . . -
- - - - -
Amounts payable to customers . . . . . . . . . . . . -
- - - - -
Taxes accrued . . . . . . . . . . . . . . . . . . . . (10)
- - (10) (8) (2)
Other-net . . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Changes in other assets and other liabilities . . . . . -
- - - - -
Excess of dividends received from sub. cos. over
equity in earnings thereof - consolidated . . . . . . -
2 (2) (2) -
Other-net . . . . . . . . . . . . . . . . . . . . . . . (3)
- - (3) - (3)
Net cash provided by (used in) operating activities . 47
- - 47 47 -
CASH FLOWS FROM INVESTING ACTIVITIES
Plant construction and other property additions . . . . . . (47)
- - (47) (47) -
Proceeds from dispositions of prop., plant and equip.-net . -
- - - - -
Cost of other investments-net . . . . . . . . . . . . . . . -
- - - - -
Intrasystem money pool investments-net . . . . . . . . . . -
- - - - -
Intrasystem long-term financing-net . . . . . . . . . . . . -
- - - - -
Property transfers to (from) affiliates . . . . . . . . . . (510)
10 (520) (520) -
Net cash provided by (used in) investing activities . (557)
10 (567) (567) -
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock . . . . . . . . . . . . . . . . . 520
- - 520 520 -
Commercial paper borrowings (or repayments)-net . . . . . . -
- - - - -
Dividends paid . . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Intrasystem long-term financing-net . . . . . . . . . . . . -
- - - - -
Intrasystem money pool borrowings (or repayments)-net . . . -
- - - - -
Dividends paid - subsidiary cos. - consolidated . . . . . . -
- - - - -
Other-net . . . . . . . . . . . . . . . . . . . . . . . . . -
- - - - -
Net cash provided by (used in) financing activities . 520
- - 520 520 -
Net increase (decrease) in cash and TCIs . . . . . . 10
10 - - -
CASH AND TCIs AT JANUARY 1, 1994 . . . . . . . . . . . . . -
(10) 10 - 10
CASH AND TCIs AT DECEMBER 31, 1994 . . . . . . . . . . . . $ 10
$ - $ 10 $ - $ 10
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for
Interest (net of amounts capitalized) . . . . . . . . . . $ -
$ - $ - $ - $ -
Income taxes (net of refunds) . . . . . . . . . . . . . . $ -
$ - $ - $ - $ -
<FN>
( ) denotes negative amount.
</TABLE>
75.
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Continued)
Exhibits
____________________________________________________________________________
SEC
Exhibit
Reference Description of Exhibit
____________________________________________________________________________
A. Consolidated Natural Gas Company's Form 10-K Annual Report
for the year ended December 31, 1994, is hereby incorporated
by reference.
B. A copy of the charter, as amended, and copy of the by-laws,
as amended, of Consolidated Natural Gas Company and each
subsidiary company thereof, unless otherwise indicated on
the list filed herewith, are incorporated in this report by
reference to previous filings with the Commission, as shown
on such list.
C.(a) The indentures of Consolidated Natural Gas Company are
hereby incorporated by reference to previously filed
material as indicated on the list filed herewith.
(b) Not applicable.
D. Pursuant to Rule 45(c) under the Public Utility Holding
Company Act of 1935, the Agreement among system
companies concerning the allocation of current federal
income taxes is filed herewith.
E. Other documents prescribed by rule or order:
(1) Pursuant to Commission Release No. 23023, dated August
5, 1983, in Docket 70-6772 under the Public Utility
Holding Company Act of 1935, certain data in connection
with fractionated liquids transactions between CNG Energy
Company and CNG Transmission Corporation is filed
herewith.
(2) Pursuant to Rule 16(c) under the Public Utility
Holding Company Act of 1935, the annual report of the
Iroquois Gas Transmission System, L.P., for the year
ended December 31, 1994, is filed herewith.
76.
<PAGE>
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (Concluded)
Exhibits (Concluded)
____________________________________________________________________________
SEC
Exhibit
Reference Description of Exhibit
____________________________________________________________________________
F. Schedules supporting items of this report:
(1) ITEM 1 - Schedule of Investments is filed herewith.
(2) ITEM 4 - Schedule of Acquisitions, Redemptions, or Retirements
of System Securities is filed herewith.
(3) ITEM 6 - "Notice of Annual Meeting and Proxy Statement, 1995"
is filed herewith.
(4) ITEM 10 - Schedule of utility plant and related depreciation or
amortization accounts, together with schedules of other property
or investments, if applicable, for:
CNG Transmission
East Ohio Gas
Peoples Natural Gas
Virginia Natural Gas
Hope Gas
West Ohio Gas
are filed herewith.
G. Organization chart showing the relationship of the exempt wholesale
generator in which the system holds an interest to other system
companies, is filed herewith.
H. Financial statements of the exempt wholesale generator are filed
herewith.
77.
<PAGE>
SIGNATURE
The registrant has duly caused this annual report to be signed on its behalf
by the undersigned thereunto duly authorized pursuant to the requirements of
the Public Utility Holding Company Act of 1935, such company being a
registered holding company.
CONSOLIDATED NATURAL GAS COMPANY
________________________________
(Registrant)
By L. D. JOHNSON
____________________________
(L. D. Johnson)
Vice Chairman
and Chief Financial Officer
April 27, 1995
78.
<PAGE>
EXHIBIT INDEX
____________________________________________________________________________
SEC
Exhibit
Reference Description of Exhibit
____________________________________________________________________________
A. Consolidated Natural Gas Company's Form 10-K Annual Report
for the year ended December 31, 1994, is hereby incorporated
by reference.
B. A copy of the charter, as amended, and copy of the by-laws,
as amended, of Consolidated Natural Gas Company and each
subsidiary company thereof, unless otherwise indicated on
the list filed herewith, are incorporated in this report by
reference to previous filings with the Commission, as shown
on such list.
C.(a) The indentures of Consolidated Natural Gas Company are
hereby incorporated by reference to previously filed
material as indicated on the list filed herewith.
(b) Not applicable.
D. Pursuant to Rule 45(c) under the Public Utility Holding
Company Act of 1935, the Agreement among system
companies concerning the allocation of current federal
income taxes is filed herewith.
E. Other documents prescribed by rule or order:
(1) Pursuant to Commission Release No. 23023, dated August
5, 1983, in Docket 70-6772 under the Public Utility
Holding Company Act of 1935, certain data in connection
with fractionated liquids transactions between CNG Energy
Company and CNG Transmission Corporation is filed
herewith.
(2) Pursuant to Rule 16(c) under the Public Utility
Holding Company Act of 1935, the annual report of the
Iroquois Gas Transmission System, L.P., for the year
ended December 31, 1994, is filed herewith.
<PAGE>
EXHIBIT INDEX (Concluded)
____________________________________________________________________________
SEC
Exhibit
Reference Description of Exhibit
____________________________________________________________________________
F. Schedules supporting items of this report:
(1) ITEM 1 - Schedule of Investments is filed herewith.
(2) ITEM 4 - Schedule of Acquisitions, Redemptions, or Retirements
of System Securities is filed herewith.
(3) ITEM 6 - "Notice of Annual Meeting and Proxy Statement, 1995"
is filed herewith.
(4) ITEM 10 - Schedule of utility plant and related depreciation or
amortization accounts, together with schedules of other property
or investments, if applicable, for:
CNG Transmission
East Ohio Gas
Peoples Natural Gas
Virginia Natural Gas
Hope Gas
West Ohio Gas
are incorporated by reference to Form SE
dated April 26, 1995
G. Organization chart showing the relationship of the exempt wholesale
generator in which the system holds an interest to other system
companies, is filed herewith.
H. Financial statements of the exempt wholesale generator are filed
herewith.
CHARTERS AND BY-LAWS EXHIBIT B.
_______________________________________________________________________________
Annual Report
on Form U5S
(File No. 30-203)
Year Ended Other
December 31, Commission Filing
_______________________________________________________________________________
Consolidated Natural Gas Company
Certificate of Incorporation, restated
October 4, 1990 1990
By-Laws as last amended March 1, 1993 1992
Consolidated Natural Gas Service Company,
Inc.
(Charter) 1961
Charter Amendment dated November 24,
1961 1961
Charter Amendment dated January 3,
1966 1965
Charter Amendment dated November 30,
1982 1982
By-Laws as last amended March 1, 1993 1992
CNG Transmission Corporation
Charter-Composite Certificate of
Incorporation as last amended
December 30, 1992 1992
Charter Amendment dated November 8,
1994 Filed Herewith
By-Laws as last amended May 17, 1993 1993
Hope Gas, Inc.
Charter-Agreement and Plan of Merger
which sets forth in Article III the
Certificate of Incorporation of
Consolidated Gas Supply Corporation
as amended and restated on
April 1, 1965, effective date
of the merger 1965
Charter Amendment dated April 28, 1971 1971
Charter Amendment dated June 30, 1975 1975
Charter Amendment dated August 26,
1977 1977
Charter Amendment dated May 11, 1981 1981
Charter Amendment dated June 6, 1984 1984
Charter Amendment dated August 9, 1990 1990 Form SE dated
April 25, 1991
By-Laws as last amended June 4, 1990 1990 Form SE dated
April 25, 1991
______________________________________________________________________________
1.
<PAGE>
CHARTERS AND BY-LAWS (Continued)
______________________________________________________________________________
Annual Report
on Form U5S
(File No. 30-203)
Year Ended Other
December 31, Commission Filing
______________________________________________________________________________
The East Ohio Gas Company
Articles of Incorporation as amended
effective June 17, 1993 Exhibit A-1 to the
Application-Declaration
on Form U-1, File No.
70-8387
By-Laws as last amended March 12, 1991 Exhibit A-2 to the
Application-Declaration
on Form U-1, File No.
70-8387
The Peoples Natural Gas Company
Charter-Composite Amended and Restated
Certificate of Incorporation as
last amended effective April 26,
1990 1992
By-Laws as last amended March 15, 1990 1990 Form SE dated
April 25, 1991
West Ohio Gas Company
Articles of Incorporation - Agreement
of Merger Effective April 16, 1969 1969
Charter Amendment dated December 1,
1994 Filed Herewith
Code of Regulations as last amended
March 15, 1990 1991 Form SE dated
April 24, 1992
______________________________________________________________________________
2.
<PAGE>
CHARTERS AND BY-LAWS (Continued)
_______________________________________________________________________________
Annual Report
on Form U5S
(File No. 30-203)
Year Ended Other
December 31, Commission Filing
______________________________________________________________________________
CNG Producing Company
Certificate of Incorporation dated
February 29, 1972 1972
Certificate of Amendment of
Certificate of Incorporation of
CNG Development Company of
Alberta before payment of capital
dated March 8, 1972 1972
Charter Amendment dated July 8, 1974 1974
Charter Amendment dated January 23,
1975 1975
Charter Amendment dated July 7, 1980 1980
Charter Amendment dated July 13, 1982 1982
Charter Amendment dated December 7,
1984 1984
Charter Amendment dated January 4,
1985 1985
Charter Amendment dated November 25,
1987 1987 Form SE dated
April 26, 1988
Charter Amendment dated November 15,
1989 1989 Form SE dated
April 25, 1990
Certificate of Agreement of Merger of
CNG Development Company merging
with and into CNG Producing Company
dated December 20, 1990 1990 Form SE dated
April 25, 1991
By-Laws as last amended August 1, 1992 1992
Consolidated System LNG Company
Charter-Composite Certificate of
Incorporation as last amended
July 27, 1993 1993
By-Laws as last amended June 1, 1987 1987 Form SE dated
April 26, 1988
CNG Research Company
Certificate of Incorporation dated
June 26, 1975 1975
Charter Amendment dated May 25, 1982 1982
Charter Amendment effective August 23,
1991 1991 Form SE dated
April 24, 1992
By-Laws as last amended September 10,
1976 1977
CNG Coal Company
Certificate of Incorporation dated
October 4, 1976 1977
Charter Amendment dated July 20, 1990 1990 Form SE dated
April 25, 1991
Charter Amendment effective August 23,
1991 1991 Form SE dated
April 24, 1992
By-Laws as last amended June 11, 1990 1990 Form SE dated
April 25, 1991
______________________________________________________________________________
3.
<PAGE>
CHARTERS AND BY-LAWS (Concluded)
_______________________________________________________________________________
Annual Report
on Form U5S
(File No. 30-203)
Year Ended Other
December 31, Commission Filing
______________________________________________________________________________
CNG Power Company
(Formerly CNG Energy Company)
Certificate of Incorporation dated
February 17, 1982 1982
Charter Amendment dated December 12,
1986 1986 Form SE dated
April 24, 1987
Charter Amendment dated January 13,
1995 Exhibit A-1 to
Amendment No. 3
on Form U-1,
File No. 70-8285
By-Laws as last amended January 13, 1995 Exhibit A-2 to
Amendment No. 3
on Form U-1,
File No. 70-8285
CNG Energy Services Corporation
(Formerly CNG Gas Services Corporation)
Charter-Composite Certificate of
Incorporation as last amended
effective January 1, 1993 1992
Charter Amendment dated September 1,
1994 Exhibit A-1 to the
Application-Declaration
on Form U-1, File No.
70-8577
By-Laws as last amended June 20, 1991 1991 Form SE dated
April 24, 1992
CNG Financial Services, Inc.
Certificate of Incorporation dated
March 1, 1989 1989 Form SE dated
April 25, 1990
By-Laws as adopted May 26, 1989 1989 Form SE dated
April 25, 1990
Virginia Natural Gas, Inc.
Amended and Restated Articles of
Incorporation dated December 26, 1990 1990 Form SE dated
April 25, 1991
By-Laws as amended August 9, 1990 1990 Form SE dated
April 25, 1991
CNG Storage Service Company
Certificate of Incorporation dated
March 23, 1977 1991 Form SE dated
April 24, 1992
Charter Amendment dated December 11,
1989 1991 Form SE dated
April 24, 1992
By-Laws as adopted July 19, 1977 1991 Form SE dated
April 24, 1992
CNG Power Services Corporation
Certificate of Incorporation dated
August 5, 1994 Filed Herewith
By-Laws as adopted Filed Herewith
______________________________________________________________________________
4.
CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
CNG TRANSMISSION CORPORATION, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of CNG
Transmission Corporation resolutions were duly adopted setting forth a
proposed amendment to the Certificate of Incorporation of the corporation,
declaring the amendment to be advisable and calling a meeting of the
stockholders of the corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, That the Certificate of Incorporation of the Corporation
be amended by changing the Article numbered "4" so that, as amended, the
Article shall be and read as follows:
"4. CAPITAL STOCK. The Corporation is authorized to issue
only one class of stock. The total number of shares which may be
issued is Seventy-Five Thousand (75,000) shares and the par value of
each share is Ten Thousand Dollars ($10,000)."
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law
of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.
<PAGE>
IN WITNESS WHEREOF, said CNG Transmission Corporation has caused
this Certificate to be signed by L. J. Timms, Jr., its President and attested
by Stephen L. Atkinson, its Secretary, this 8th day of November, 1994.
CNG TRANSMISSION CORPORATION
/s/ L. J. Timms, Jr.
_____________________________
President
Attest:
/s/ Stephen L. Atkinson
___________________________________
Secretary
CERTIFICATE OF AMENDMENT
By Shareholder
to the Articles of Incorporation of
WEST OHIO GAS COMPANY
William F. Fritsche, Jr., who is President, and James A. Grone,
who is Secretary, of West Ohio Gas Company, an Ohio corporation for profit
with its principal location at 319 West Market Street, Lima, Ohio, do hereby
certify that the sole shareholder of West Ohio Gas Company did, pursuant to
Ohio Revised Code Section 1701.54, in writing and without a meeting, adopt and
pass, effective November 28, 1994, by the affirmative vote of the holders of
shares entitling them to exercise 100% of the voting power of the corporation,
the following resolution to amend the Articles of Incorporation:
RESOLVED, that Article Fourth of the Articles
of Incorporation of West Ohio Gas Company, as
set forth in the Agreement of Merger between
West Ohio Gas Company and Ohio Natural Gas
Company, dated September 18, 1968, the
Certificate of Adoption of which was filed
with the Office of the Secretary of State of
Ohio on April 16, 1969 and recorded on Roll
B612, Frame 42 of the Records of
Incorporations, be and hereby is amended so
that said Article shall read as follows:
"FOURTH: The number of shares that
the Corporation is authorized to
have outstanding is 3,000 shares of
Common Stock of the par value of
$10,000 each ("Common Stock")."
IN WITNESS WHEREOF, the above named officers acting for and on
behalf of West Ohio Gas Company have hereto subscribed their names this 1st
day of December, 1994.
WILLIAM F. FRITSCHE, JR., President
By____________________________________
JAMES A. GRONE, Secretary
By____________________________________
STATE OF DELAWARE
PAGE 1
OFFICE OF THE SECRETARY OF STATE
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "CNG POWER SERVICES CORPORATION", FILED IN THIS OFFICE ON THE
FIFTH DAY OF AUGUST, A.D. 1994, AT 10 O'CLOCK A.M.
EDWARD J. FREEL
__________________________________
Edward J. Freel, Secretary of State
CERTIFICATE OF INCORPORATION
OF
CNG POWER SERVICES CORPORATION
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of
the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code
and the acts amendatory thereof and supplemental thereto, and known,
identified, and referred to as the "General Corporation law of the State of
Delaware"), hereby certifies that:
FIRST: The name of the corporation (hereinafter called the
"corporation") is CNG Power Services Corporation.
SECOND: The address, including street, number, city, and county, of the
registered office of the corporation in the State of Delaware is 32
Loockerman Square, Suite L-100, City of Dover 19901, County of Kent; and the
name of the registered agent of the corporation in the State of Delaware at
such address is The Prentice-Hall Corporation System, Inc.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is five hundred (500). Each of such shares shall have
a par value of ten thousand dollars ($10,000). All such shares are of one
class and are shares of Common Stock.
FIFTH: The name and the mailing address of the incorporator are as
follows:
Name Mailing Address
____ _______________
H. P. Payne 21st Floor, CNG Tower
625 Liberty Avenue
Pittsburgh, PA 15222-3199
1
<PAGE>
SIXTH: The name and the mailing address of each person who is to serve
as a director until the first annual meeting of stockholders or until a
successor is elected and qualified is as follows:
Name Mailing Address
____ _______________
T. E. Dodd 23rd Floor, CNG Tower
Pittsburgh, PA 15222-3199
C. T. Funk One Park Ridge Center
Pittsburgh, PA 15244-0746
R. R. Gifford One Park Ridge Center
Pittsburgh, PA 15244-0746
SEVENTH: The corporation is to have perpetual existence.
EIGHTH: In furtherance, and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:
To make, alter or repeal the by-laws of the corporation.
By a majority of the whole board, to designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member
at any meeting of the committee. The by-laws may provide that in the absence
or disqualification of a member of a committee, the member of members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the
disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors, or in the by-laws of the corporation,
shall have and may exercise all the business and affairs of the corporation,
and may authorize the seal of the corporation to be affixed to all papers
which may require it; but no such committee shall have the power or authority
in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the corporation or a
revocation of a dissolution, or amending the by-laws of the corporation's
property and assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the by-laws of the
corporation; and, unless the resolution or by-laws expressly so provide, no
such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.
2
<PAGE>
When and as authorized by the stockholders in accordance with
statute, to sell, lease or exchange all or substantially all of the property
and assets of the corporation, including its good will and its corporation
franchises, upon such terms and conditions and for such consideration, which
may consist in whole or in part of money or property including shares of stock
in, and/or other securities of, any other corporation or corporations, as its
board of directors shall deem expedient and for the best interests of the
corporation.
NINTH: Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide:
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be
kept (subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.
TENTH: To the full extent that the General Corporation Law of the State
of Delaware, as the same now exists, permits elimination or limitation of the
liability of directors, no director of the corporation shall be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the directors'
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived
an improper personal benefit.
To the full extent permitted by law, all directors of the
corporation shall be afforded any exemption from liability or limitation of
liability permitted by any subsequent enactment, modification or amendment of
the General Corporation Law of the State of Delaware.
Any repeal or modification of either or both of the foregoing
paragraphs by the stockholders of the corporation shall not adversely affect
any exemption from liability, limitation of liability or other right of a
director of the corporation with respect to any matter occurring prior to such
repeal or modification.
3
<PAGE>
ELEVENTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
Signed on August 4, 1994.
H. P. PAYNE
_________________________
H. P. Payne, Incorporator
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CNG POWER SERVICES CORPORATION
* * * * *
B Y - L A W S
* * * * *
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Dover, County
of Kent, State of Delaware.
Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may
from time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of Pittsburgh, State of Pennsylvania, at
such place as may be fixed from time to time by the board of directors, or at
such other place either within or without the State of Delaware as shall be
designated
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from time to time by the board of directors and stated in the notice of the
meeting. Meetings of stockholders for any other purpose may be held at such
time and place, within or without the State of Delaware, as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders, commencing with the year
1995, shall be held on the third Tuesday of May if not a legal holiday, and
if a legal holiday, then on the next secular day following, at 10:00 a.m., or
at such other date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they
shall elect by a plurality vote a board of directors, and transact such other
business as may properly be brought before the meeting.
Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten nor more than sixty days before the date of the
meeting.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
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stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding
and entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten nor more than sixty days before the
date of the meeting, to each stockholder entitled to vote at such meeting.
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Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or represented
at any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one
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upon which by express provision of the statutes or of the certificate of
incorporation, a different vote is required in which case such express
provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the certificate of
incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer
period.
Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special
meeting of stockholders of the corporation, or any action which may be taken
at any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking
of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in
writing.
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ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole
board shall be not less than one nor more than fifteen. The first board shall
consist of three directors. Thereafter, within the limits above specified,
the number of directors shall be determined by resolution of the board of
directors or by the stockholders at the annual meeting. The directors shall
be elected at the annual meeting of the stockholders, except as provided in
Section 2 of this Article, and each director elected shall hold office until
his successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created director-ships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the
next annual election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in office, then
an election of directors may be held in the manner provided by statute. If,
at the time of filling any vacancy or any newly created directorship, the
directors then in office shall constitute less than a majority of the whole
board
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(as constituted immediately prior to any such increase), the Court of Chancery
may, upon application of any stockholder or stockholders holding at least ten
percent of the total number of the shares at the time outstanding having the
right to vote for such directors, summarily order an election to be held to
fill any such vacancies or newly created directorships, or to replace the
directors chosen by the directors then in office.
Section 3. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute
or by the certificate of incorporation or by these by-laws directed or
required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure
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of the stockholders to fix the time or place of such first meeting of the
newly elected board of directors, or in the event such meeting is not held at
the time and place so fixed by the stockholders, the meeting may be held at
such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors
Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.
Section 7. Special meetings of the board may be called by the president
on two days' notice to each director, either personally or by mail or by
telegram; special meetings shall be called by the president or secretary in
like manner and on like notice on the written request of two directors unless
the board consists of only one director; in which case special meetings shall
be called by the president or secretary in like manner and on like notice on
the written request of the sole director.
Section 8. At all meetings of the board one-third of the directors shall
constitute a quorum for the transaction of business and the act of a majority
of the directors present at any meeting at which there is a quorum shall be
the act of the board of directors except as may be otherwise specifically
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provided by statute or by the certificate of incorporation. If a quorum shall
not be present at any meeting of the board of directors the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken
at any meeting of the board of directors or of any committee thereof may be
taken without a meeting, if all members of the board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting
of the board of directors, or any committee, by means of conference telephone
or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.
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COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee
to consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of any
such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the board
of directors, shall have and may exercise all the powers and authority of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to
all papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, (except
that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the board
of directors as provided in Section 151(a) fix any of the preferences or
rights of such shares relating to dividends, redemption, dissolution,
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any distribution of assets of the corporation or the conversion into, or the
exchange of such shares for, shares of any other class or classes or any other
series of the same or any other class or classes of stock of the corporation)
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending
the by-laws of the corporation; and, unless the resolution or the certificate
of incorporation expressly so provide, no such committee shall have the power
or authority to declare a dividend or to authorize the issuance of stock or to
adopt a certificate of ownership and merger. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the
authority to fix the compensation of directors. The directors may be paid
their expenses, if any, of
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attendance at each meeting of the board of directors and may be paid a fixed
sum for attendance at each meeting or the board of directors or a stated
salary as director. No such payment shall preclude any director from serving
the corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of
incorporation or by-laws, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares
entitled to vote at an election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be
given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed
to such director or stockholder, at his address as it appears on the records
of the corporation, with postage thereon prepaid, and
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such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
telegram.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers. Any number of
offices may be held by the same person, unless the certificate of
incorporation or these by-laws otherwise provide.
Section 2. The board of directors at its first meeting after each annual
meeting of stockholders shall choose a president, one or more vice-presidents,
a secretary and a treasurer.
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Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of
the corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board
of directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.
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Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings
of the meetings of the corporation and of the board of directors in a book to
be kept for that purpose and shall perform like duties for the standing
committees
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when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall
have authority to affix the same to any instrument requiring it and when so
affixed, it may be attested by his signature or by the signature of such
assistant secretary. The board of directors may give general authority to any
other officer to affix the seal of the corporation and to attest the affixing
by his signature.
Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books
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belonging to the corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such depositories
as may be designated by the board of directors.
Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors,
at its regular meetings, or when the board of directors so requires, an
account of all his transactions as treasurer and of the financial condition of
the corporation.
Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and
with such surety or sureties as shall be satisfactory to the board of
directors for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control belonging to
the corporation.
Section 14. The assistant treasurer, or if there shall be more than one,
the assistant treasurers in the order determined by the board of directors (or
if there be no such determination, then in the order of their election) shall,
in the
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absence of the treasurer or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the treasurer and shall perform
such other duties and have such other powers as the board of directors may
from time to time prescribe.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or
in the name of the corporation by, the president or a vice-president and the
treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the corporation.
Within a reasonable time after the issuance or transfer of uncertificated
stock, the corporation shall send to the registered owner thereof a written
notice containing the information required to be set forth or stated on
certificates pursuant to Sections 151, 156, 202 (a) or 218 (a) or a statement
that the corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.
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Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or destroyed.
When authorizing such issue of a new certificate or certificates or
uncertificated shares, the board of directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or his legal representative,
to advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate
alleged to have been lost, stolen or destroyed.
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TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall
be the duty of the corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon
its books. Upon receipt of proper transfer instructions from the registered
owner of uncertificated shares such uncertificated shares shall be cancelled
and issuance of new equivalent uncertificated shares or certificated shares
shall be made to the person entitled thereto and the transaction shall be
recorded upon the books of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the board of directors may fix, in advance, a record
date, which shall not be more than sixty nor less than ten days before the
date of such
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meeting, nor more than sixty days prior to any other action. A determination
of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting: provided, however,
that the board of directors may fix a new record date for the adjourned
meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors
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at any regular or special meeting, pursuant to law. Dividends may be paid in
cash, in property, or in shares of the capital stock, subject to the
provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.
CHECKS
Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or
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officers or such other person or persons as the board of directors may from
time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be the calendar year
unless fixed otherwise by resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
Section 7. Each person who at any time is, or shall have been a director
or officer of the corporation, or serves or has served as a director, officer,
fiduciary or other representative of another company, partnership, joint
venture, trust, association or other enterprise (including any employee
benefit plan), where such service was specifically requested by the
corporation in accordance with the fourth paragraph of this Section 7, or the
established guidelines for participation in
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outside positions (such service hereinafter being referred to as "Outside
Service"), and is threatened to be or is made a party to any threatened,
pending, or completed claim, action, suit or Proceeding, whether civil,
criminal, administrative or investigative ("Proceeding"), by reason of the
fact that he is, or was, a director, officer, fiduciary or other
representative of such other enterprise, shall be indemnified against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
("Loss") actually and reasonably incurred by him in connection with any such
Proceeding to the full extent permitted under the General Corporation Law of
the State of Delaware, as the same exists or may hereafter be amended, (but,
in the case of any such amendment, only to the extent that such amendment
permits the corporation to provide broader indemnification rights than said
law permitted the corporation to provide prior to such amendment). The
corporation shall indemnify any person seeking indemnity in connection with
any Proceeding (or part thereof) initiated by such person only if such
Proceeding (or part thereof) initiated by such person was authorized by the
board of directors of the corporation. With respect to any Loss arising from
Outside Service, the corporation shall provide such indemnification only if
and to the extent that (i) such other company, partnership, joint venture,
trust, association or enterprise is not legally permitted or financially able
to provide such indemnification, and (ii) such Loss is not paid pursuant to
any insurance policy other than any insurance policy maintained by the
corporation.
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The right to be indemnified pursuant hereto shall include the right to be
paid by the corporation for expenses, including attorney's fees, incurred in
defending any such Proceeding in advance of its final disposition; provided,
however, that the payment of such expenses in advance of the final disposition
of such Proceeding shall be made only upon delivery to the corporation of an
undertaking, by or on behalf of such director, officer, fiduciary or other
representative in which such director, officer, fiduciary or other
representative agrees to repay all amounts so advanced if it should be
determined ultimately that such director, officer, fiduciary or other
representative is not entitled to be indemnified under applicable law.
The right to be indemnified or to the reimbursement or advancement of
expenses pursuant hereto shall in no way be exclusive of any other rights of
indemnification or advancement to which any such director, officer or employee
may be entitled, under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer or
employee and shall inure to the benefit of the heirs, executors and
administrators of such person.
Any person who is serving or has served as a director, officer, or
fiduciary of (i) another corporation of which a majority of the shares
entitled to vote in the election of its
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directors is held by the corporation at the time of such service, or (ii) any
employee benefit plan of the corporation or of any corporation referred to in
the foregoing (i), shall be deemed to be doing or have done so at the request
of the corporation.
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered, amended or repealed or new by-
laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.
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EXHIBIT C.(a)
INDENTURES OF CONSOLIDATED NATURAL GAS COMPANY
The Indentures and Supplemental Indentures between Consolidated Natural Gas
Company and its debenture Trustees, as listed below, are incorporated by
reference to material previously filed with the Commission as indicated:
Manufacturers Hanover Trust Company (now Chemical Bank)
Indenture dated as of May 1, 1971 (Exhibit (5) to Certificate of
Notification at Commission File No. 70-5012)
Eleventh Supplemental Indenture thereto dated as of December 1,
1986 (Exhibit (5) to Certificate of Notification at Commission
File No. 70-7079)
Thirteenth Supplemental Indenture thereto dated as of February 1,
1989 (Exhibit (5) to Certificate of Notification at Commission
File No. 70-7336)
Fourteenth Supplemental Indenture thereto dated as of June 1, 1989
(Exhibit (5) to Certificate of Notification at Commission File
No. 70-7336)
Fifteenth Supplemental Indenture thereto dated as of October 1,
1989 (Exhibit (5) to Certificate of Notification at Commission
File No. 70-7651)
Sixteenth Supplemental Indenture thereto dated as of October 1,
1992 (Exhibit (4) to Certificate of Notification at Commission
File No. 70-7651)
Seventeenth Supplemental Indenture thereto dated as of August 1,
1993 (Exhibit (4) to Certificate of Notification at Commission
File No. 70-8167)
Eighteenth Supplemental Indenture thereto dated as of December 1,
1993 (Exhibit (4) to Certificate of Notification at Commission
File No. 70-8167)
The Chase Manhattan Bank (National Association)
Indenture dated as of December 15, 1990 (Exhibit (4A)(1) to
Consolidated Natural Gas Company's Form 10-K Annual Report for
the year ended December 31, 1990, Commission File No. 1-3196)
EXHIBIT D
AGREEMENT PURSUANT TO RULE 45(c)
UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
WHEREAS, Consolidated Natural Gas Company (hereinafter referred to as
"Parent"), a corporation organized and existing under the laws of the State of
Delaware, and its wholly owned subsidiary corporations whose names and
respective states of incorporation are listed below, i.e.:
State of
Name of Subsidiary Incorporation
____________________________________ _____________
Consolidated Natural Gas Service Delaware
Company, Inc.
CNG Transmission Corporation Delaware
CNG Iroquois, Inc., a wholly-owned
subsidiary of CNG Transmission
Corporation Delaware
The East Ohio Gas Company Ohio
The Peoples Natural Gas Company Pennsylvania
Virginia Natural Gas, Inc. Virginia
Hope Gas, Inc. West Virginia
West Ohio Gas Company Ohio
CNG Producing Company Delaware
CNG Pipeline Company, a wholly-
owned subsidiary of CNG
Producing Company Texas
CNG Power Company (name changed
from CNG Energy Company -
effective January 16, 1995) Delaware
CNG Technologies, Inc., a
wholly-owned subsidiary of
CNG Power Company Delaware
Granite Road Cogen, Inc. a
wholly-owned subsidiary of
CNG Power Company Delaware
CNG Market Center Services, Inc. a
wholly-owned subsidiary of
CNG Power Company Delaware
1
<PAGE>
CNG Bear Mountain, Inc., a
wholly-owned subsidiary of
CNG Power Company Delaware
CNG Energy Services Corporation Delaware
CNG Power Services Corporation Delaware
CNG Lakewood, Inc. a
wholly-owned subsidiary of
CNG Power Services Corporation Delaware
CNG Storage Service Company Delaware
Consolidated System LNG Company Delaware
CNG Research Company Delaware
CNG Coal Company Delaware
CNG Financial Services, Inc. Delaware
are desirous of entering into an Agreement for the allocation of current
federal income taxes; and
WHEREAS, Parent and its Subsidiaries (hereinafter collectively referred
to as the "Companies") join annually in the filing of a consolidated federal
income tax return; and
WHEREAS, the Securities and Exchange Commission has adopted Rule 45(c)
pursuant to the Public Utility Holding Company Act of 1935 providing for the
allocation of consolidated federal income taxes among associated companies;
NOW, THEREFORE, the Companies, for mutual benefit and valuable
considerations, do hereby covenant and agree with one another that the
allocation of the consolidated current federal income tax liability of the
Companies shall be allocated as contemplated by said Rule 45(c), as follows:
2
<PAGE>
First: There shall be allocated to each Company the tax effects of its own
gains or losses subject to capital gains or claim of right
treatment, tax credits and the material effects of any other
features of the Internal Revenue Code applicable to a particular
Company (including its carryover amounts) to the extent that the
above described effects are utilized in the consolidated return in
the taxable year but excluding any consolidated alternative minimum
tax or superfund tax liabilities.
Second: The balance of the current Federal tax liability of the Companies
(after the allocations described in paragraph First above and
excluding any consolidated alternative minimum tax or superfund tax
liabilities) shall be allocated on the basis of the contribution of
each Company to the consolidated taxable income of all the
Companies, excluding income subject to capital gain or claim of
right treatment. The tax attributable to such capital gain or claim
of right income will have been separately allocated pursuant to
paragraph First above. The tax allocated to a Company under this
paragraph, which may be either positive or negative, shall be equal
to the consolidated Federal tax liability (as described in this
3
<PAGE>
paragraph Second) multiplied by a fraction, the numerator of which
is the positive or negative taxable income of the Company (as
adjusted in paragraphs First and Third), including any carryover
loss attributable to the Company to the extent absorbed in the
taxable year and the denominator of which is the consolidated
taxable income of the Companies (as adjusted in paragraphs First and
Third). Companies with taxable income will be allocated a tax
liability under this paragraph while Companies with net operating
losses will be allocated a tax benefit or credit.
Third: The tax effect of inter-company transactions eliminated in the
calculation of consolidated taxable income shall be eliminated from
the taxable income of the Companies involved in such transactions
for purposes of the calculations provided in paragraph Second.
Fourth: If a consolidated current alternative minimum tax liability exists,
such liability will be allocated only to those Companies with a
separate Company alternative minimum tax liability. The tax
allocated to a Company under this paragraph, which may only be
positive, shall be equal to the consolidated alternative minimum tax
liability
4
<PAGE>
multiplied by a fraction, the numerator of which is that Company's
separate Company alternative minimum tax and the denominator of
which is the total of the alternative minimum tax liabilities of
those Companies with a separate company alternative minimum tax
liability. If the regular tax in the consolidated tax return is
reduced by reason of the alternative minimum tax credit (as defined
in IRC Sec. 53), the benefit of such credit shall be allocated to
those Companies that (by having an alternative minimum tax liability
allocated to them in a prior year) generated the credit.
Fifth: If a consolidated current superfund tax liability exists, such
liability shall be allocated to each Company based on a fraction,
the numerator of which is that Company's modified alternative
minimum taxable income (as defined in IRC Sec. 59A) and the
denominator of which is consolidated modified alternative minimum
taxable income. Companies with modified alternative minimum taxable
income will be allocated a superfund tax liability under this
paragraph while Companies with a modified alternative minimum
taxable loss will be allocated a tax benefit or credit.
5
<PAGE>
Sixth: Under the method of allocation described in paragraphs First through
Fifth above, the Companies agree that the tax allocated to each
Company shall not exceed the amount of tax (either regular,
alternative minimum or superfund tax) of such Company based upon a
separate return computed as if such Company had always filed its tax
returns on a separate basis. However, in computing the separate
return tax liability of a Company, items of carryforward, carryback
and inter-company transaction, to the extent absorbed in the tax
allocation of other years, shall be disregarded. In addition,
corporate tax rates that are less than the maximum rate imposed by
Sec. 11 of the Internal Revenue Code shall be disregarded in
computing the separate return tax liability of a Company.
Seventh: Nonetheless, if there is an excess of allocated liability over a
separate return tax which would be allocated to a Company but for
paragraph Sixth above, such excess shall be apportioned among the
other members of the group in direct proportion to the reduction in
tax liability resulting to such members as measured by the
difference between their tax liabilities computed on a separate
6
<PAGE>
return basis and their allocated portion of the consolidated tax
liability.
Further, the Companies do hereby covenant and agree with one another that
the current state consolidated Corporate tax liabilities for those states in
which consolidated returns are filed shall be allocated as contemplated by
said Rule 45(c), as follows:
First: To each Company operating in the state there shall be allocated the
income tax effects of the Company's state taxable losses (on a
separate Company basis), any state tax credits and the material
effects of any other features of the state tax code applicable to a
particular Company including its carryover amounts to the extent
that the above described effects are utilized in the consolidated
state return in the taxable year.
Second: To each Company operating in the state that generates state taxable
income, there shall be allocated income tax expense by first
increasing the state consolidated current income tax liability by
the sum of the tax effects allocated in paragraph First above. The
total shall then be allocated among those Companies incurring an
income tax expense based on the ratio of that
7
<PAGE>
Company's separate Company state income tax to the sum of the
separate Company state income tax of all Companies incurring state
income tax expense.
Third: Nonetheless, if for any Company there is an excess of allocated
liability (pursuant to paragraphs First and Second) over the
liability on a separate Company basis, such excess shall be
allocated among the Companies with net state tax benefits. Such
excess shall be allocated to all such Companies based on the ratio
of their separate Company net tax benefits to the sum of income tax
benefits of all Companies which were allocated such benefits. The
allocation of such excess tax shall have the effect of reducing the
income tax benefits of those Companies but in no case shall such
allocation result in reducing such tax benefits below zero for any
Company that realizes a net taxable loss on a separate Company
basis.
It is further agreed by and among the Companies as follows:
I. PAYMENTS: It is agreed that those Companies allocated a current Federal
or state income tax liability under this agreement will pay such
liability to the Parent Company in the amounts and on the dates directed
by Parent. The Parent Company will, in turn, pay the consolidated tax to
the
8
<PAGE>
relevant taxing jurisdiction and also to those Companies which were
allocated a tax benefit. It is contemplated that all payments required
to be made by the Companies pursuant to this Agreement will be made on
dates approximating the dates specified in the Internal Revenue or state
Codes for the payment of corporate taxes.
II. SEPARATE RETURN LIABILITY: The Companies intend that the result of the
proposed method of allocation and payment will be:
(a) No Company will pay more than its separate return liability as
if it had always filed separate returns. However, the
qualifications set out in paragraph Sixth and Seventh under Federal
tax allocation and paragraph Third under state tax allocation above
concerning the calculation of a separate return tax shall apply.
(b) Each Company having a net operating loss or other net tax
benefit will receive in current cash payments the benefit of its own
net operating loss or other net tax benefit to the extent that the
other Companies can utilize such items to offset the tax liability
they would otherwise have on a separate return basis or to the
extent utilized in the consolidated
9
<PAGE>
return (after taking into account any tax credits they could utilize
on a separate return basis);
III. EFFECTIVE DATE: This Agreement shall be effective for allocation of the
current Federal and state income tax liabilities of the Companies for the
calendar year 1994 and all subsequent years until this Agreement is
further amended in writing by each Company which is party hereto.
IV. APPROVAL AND AMENDMENTS: This Agreement is subject to the approval of
the Securities and Exchange Commission. Any amendments to this Agreement
may be made only with the unanimous written consent of all the parties
hereto. A copy of this Agreement will be filed as an exhibit to the
Parent's Annual Report to the Securities and Exchange Commission on Form
U5S for 1994, and any amendments to this Agreement shall also be filed as
exhibits to the Parent's Form U5S for the year when the amendment becomes
effective. It is contemplated that any additional Companies which
hereinafter become associated with the Companies shall join in and become
a party to this Agreement by amendment thereto.
PRIOR AGREEMENTS SUPERSEDED:
Any prior agreements relating to the allocation of income tax liability
among the Companies are superseded.
10
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed in its name and on its behalf by one of its officers duly
authorized, and its corporate seal to be affixed hereto by its Secretary as of
the 26th day of April 1995 to be effective (i) as of December 31, 1994.
ATTEST: CONSOLIDATED NATURAL GAS COMPANY
L. J. MCKEOWN By: L. D. JOHNSON
______________________________ _____________________________
Secretary Vice Chairman and
Chief Financial Officer
ATTEST: CONSOLIDATED NATURAL GAS SERVICE
COMPANY, INC.
L. J. MCKEOWN By: L. D. JOHNSON
______________________________ _____________________________
Secretary Vice Chairman and
Chief Financial Officer
ATTEST: THE PEOPLES NATURAL GAS COMPANY
W. P. BOSWELL By: D. S. MEYER
______________________________ _____________________________
Secretary Treasurer
ATTEST: CNG FINANCIAL SERVICES, INC.
N. F. CHANDLER By: R. M. SABLE
______________________________ _____________________________
Secretary Treasurer
ATTEST: CNG RESEARCH COMPANY
J. A. CRITTENDEN By: P. F. SWENSON
______________________________ _____________________________
Secretary Vice President
11
<PAGE>
ATTEST: CNG PRODUCING COMPANY
D. M. JOHNS, JR. By: P. P. GREGG
______________________________ _____________________________
Secretary Treasurer
ATTEST: CNG PIPELINE COMPANY
D. C. BARIL By: P. P. GREGG
______________________________ _____________________________
Secretary Treasurer
ATTEST: CNG COAL COMPANY
D. C. BARIL By: P. P. GREGG
______________________________ _____________________________
Secretary Treasurer
12
<PAGE>
ATTEST: CNG POWER COMPANY
J. A. CRITTENDEN By: G. J. HICKLY, JR.
______________________________ _____________________________
Secretary Treasurer
ATTEST: CNG ENERGY SERVICES CORPORATION
J. A. CRITTENDEN By: G. J. HICKLY, JR.
______________________________ _____________________________
Secretary Treasurer
ATTEST: CNG LAKEWOOD, INC.
J. A. CRITTENDEN By: G. J. HICKLY, JR.
______________________________ _____________________________
Secretary Treasurer
ATTEST: GRANITE ROAD COGEN, INC.
J. A. CRITTENDEN By: R. L. LEPIONKA
______________________________ _____________________________
Secretary Treasurer
ATTEST: CNG BEAR MOUNTAIN, INC.
J. A. CRITTENDEN By: G. J. HICKLY, JR.
______________________________ _____________________________
Secretary Treasurer
ATTEST: CNG MARKET CENTER SERVICES, INC.
N. F. CHANDLER By: R. L. LEPIONKA
______________________________ _____________________________
Secretary Treasurer
ATTEST: CNG TECHNOLOGIES, INC.
N. F. CHANDLER By: G. J. HICKLY, JR.
______________________________ _____________________________
Secretary Treasurer
13
<PAGE>
ATTEST: CNG TRANSMISSION CORPORATION
S. L. ATKINSON By: J. B. SLABY
______________________________ _____________________________
Secretary Treasurer
ATTEST: HOPE GAS, INC.
M. A. HALBRITTER By: J. B. SLABY
______________________________ _____________________________
Secretary Treasurer
ATTEST: CONSOLIDATED SYSTEM LNG COMPANY
S. L. ATKINSON By: J. B. SLABY
______________________________ _____________________________
Assistant Secretary Treasurer
ATTEST: CNG STORAGE SERVICE COMPANY
S. L. ATKINSON By: J. B. SLABY
______________________________ _____________________________
Assistant Secretary Treasurer
ATTEST: CNG IROQUOIS, INC.
S. L. ATKINSON By: J. B. SLABY
______________________________ _____________________________
Assistant Secretary Treasurer
14
<PAGE>
ATTEST: THE EAST OHIO GAS COMPANY
F. C. LEWIS By: P. J. SWEENEY
______________________________ _____________________________
Assistant Secretary Treasurer
15
<PAGE>
ATTEST: VIRGINIA NATURAL GAS, INC.
D. A. FICKENSCHER By: W. R. HUNTER
______________________________ _____________________________
Secretary Treasurer
16
<PAGE>
ATTEST: WEST OHIO GAS COMPANY
T. R. ALDERMAN By: J. A. GRONE
______________________________ _____________________________
Assistant Secretary Treasurer
17
<PAGE>
ATTEST: CNG POWER SERVICES CORPORATION
J. A. CRITTENDEN By: G. J. HICKLY, JR.
______________________________ _____________________________
Secretary Treasurer
18
EXHIBIT E.(1)
<PAGE> 1
CNG Energy Company
Index of Exhibit to Form U5S
For the Year Ended December 31, 1994
Page
Index to Exhibit . . . . . . . . . . . . . . . . . . . . . . 1
Divisional Statement of Income and Retained Earnings (Note). 2
Divisional Balance Sheet (Note). . . . . . . . . . . . . . . 3-6
Cost Allocations Showing the Computation of the Annual Cost
Incurred by CNG Transmission Corporation to
Perform its Contract with CNG Energy Company
Production from Copley, Shultz, West Union, Papco, Tembec
Co., Beldon & Blake Corp., and Eastern American Energy
Corp. Extraction Facilities
For the Period January 1 to March 31, 1994 . . . . . . . 7
For the Period April 1 to December 31, 1994 . . . . . . 8
Volume of Liquids Processed by CNG Transmission Corporation. 9
Volume and Kind of Products Delivered to CNG Energy Company. 9
Amount Paid by CNG Energy Company to CNG Transmission
Corporation for Fractionation Services . . . . . . . . . . 9
Number of Gallons of Fractionated Liquids Purchased by CNG
Energy Company During the Calendar Year, Including Price
Paid Per Gallon . . . . . . . . . . . . . . . . . . . . . 9
Total Cost of CNG Transmission Corporation Personnel
Services Engaged in Marketing the Fractionated Liquids
Purchased by CNG Energy Company . . . . . . . . . . . . . 9
Note: Financial Statements in this Exhibit E.(1) represents divisional
information of CNG Energy Company. Consolidating financial statements of
CNG Energy Company and its subsidiaries are included in Item 10. of this
Form U5S.
<PAGE> 2
<TABLE>
CNG Energy Company
Divisional Statement of Income and Retained Earnings
For the Year Ended December 31, 1994 (Unaudited)
(Thousands of Dollars)
<CAPTION>
CNG
Technical
Energy Cogeneration Liquids NGV
Products
Company Division Division Division
Division
<S> <C> <C> <C> <C> <C>
Operating Revenues
Fractionation services . . . . . . . $ 1,941 $ - $ 1,941 $
- - $ -
Sale of gasoline . . . . . . . . . . 2,160 - 2,160
- - -
Sale of butane . . . . . . . . . . . 1,607 - 1,607
- - -
Sale of propane . . . . . . . . . . 4,642 - 4,642
- - -
Sale of isobutane . . . . . . . . . 918 - 918
- - -
User fees - Ben's Run pipeline . . . 1,002 - 1,002
- - -
Shared Savings - Sanidairy . . . . . 52 52 -
- - -
Total operating revenues . . . 12,322 52 12,270
- - -
Operating Expenses
Operation expense
Products purchased for resale . . 8,384 - 8,384
- - -
Other . . . . . . . . . . . . . . 2,112 1,064 1,048
- - -
Subtotal . . . . . . . . . . . 10,496 1,064 9,432
- - -
Depreciation and amortization . . . 369 85 284
- - -
Taxes, other than income taxes . . . 292 118 174
- - -
Subtotal . . . . . . . . . . . 11,157 1,267 9,890
- - -
Operating income before
income taxes . . . . . . . . 1,165 (1,215) 2,380
- - -
Income taxes - estimated . . . . . . 1,029 109 922
- - (2)
Operating income . . . . . . . 136 (1,324) 1,458
- - 2
Other Income
Interest revenues . . . . . . . . . 483 292 191
- - -
Other-net . . . . . . . . . . . . . 2,036 2,036 -
- - -
Equity in earnings of subsidiary
companies - consolidated . . . . . (166) (113) -
- - (53)
Total other income . . . . . . 2,353 2,215 191
- - (53)
Income before interest charges 2,489 891 1,649
- - (51)
Interest Charges
Interest on long-term debt . . . . . 620 570 50
- - -
Other interest expense . . . . . . . 344 344 -
- - -
Capitalized interest . . . . . . . . - - -
- - -
Total interest charges . . . . 964 914 50
- - -
Net Income . . . . . . . . . . . . . . 1,525 (23) 1,599
- - (51)
Sale of CNG Lakewood, Inc. . . . . . . 428 428 -
- - -
Dividends Declared . . . . . . . . . . - - -
- - -
Retained Earnings at January 1, 1994 . 131 (6,592) 7,919
(6) (1,190)
Retained Earnings at December 31, 1994 $ 2,084 $(6,187) $ 9,518
$(6) $(1,241)
</TABLE>
<PAGE> 3
<TABLE>
CNG Energy Company
Divisional Balance Sheet
December 31, 1994 (Unaudited)
(Thousands of Dollars)
<CAPTION>
Divisional
CNG Eliminations
Energy and Cogeneration
Company Adjustments Division
<S> <C> <C> <C>
Assets
Property, Plant and Equipment
Total investment . . . . . . $ 6,390 $ - $ 690
Accumulated depreciation . 1,674 - 280
Net property,
plant and equipment . 4,716 - 410
Investments
Stock of subsidiary companies,
at equity . . . . . . . . . 2,042 - 1
Total investments . . . 2,042 - 1
Current Assets
Cash . . . . . . . . . . . . 154 - -
Accounts receivable . . . . . 671 - 142
Receivables from affiliated
companies . . . . . . . . . 12,134 (7,827) 13,860
Receivables from
CNG Energy Company . . . . 38 (1,289) -
Inventories, at cost . . . . 325 - -
Total current assets . 13,322 (9,116) 14,002
Other Assets
Investments, at cost . . . . 5,396 - 5,396
Investments, at equity . . . 24,976 - 24,976
Total investments . . . 30,372 - 30,372
Deferred Charges . . . . . . 169 - 169
Total other assets . . 30,541 - 30,541
Total assets . . . . . $50,621 $(9,116) $44,954
</TABLE>
<PAGE> 4
<TABLE>
CNG Energy Company
Divisional Balance Sheet
December 31, 1994 (Unaudited)
(Thousands of Dollars)
<CAPTION>
Technical
Liquids NGV Products
Division Division Division
<S> <C> <C> <C>
Assets
Property, Plant and Equipment
Total investment . . . . . . $ 5,700* $ - $ -
Accumulated depreciation . 1,394 - -
Net property,
plant and equipment . 4,306 - -
Investments
Stock of subsidiary companies,
at equity . . . . . . . . . - - 2,041
Total investments . . . - - 2,041
Current Assets
Cash . . . . . . . . . . . . 154 - -
Accounts receivable . . . . . 529 - -
Receivables from affiliated
companies . . . . . . . . . 6,101 - -
Receivables from
CNG Energy Company . . . . 1,327 - -
Inventories, at cost . . . . 325 - -
Total current assets . 8,436 - -
Other Assets
Investments, at cost . . . . - - -
Investments, at equity . . . - - -
Total investments . . . - - -
Deferred Charges . . . . . . - - -
Total other assets . . - - -
Total assets . . . . . $12,742 $ - $2,041
*Includes Ben's Run Pipeline investment of $3,840.
</TABLE>
<PAGE> 5
<TABLE>
CNG Energy Company
Divisional Balance Sheet
December 31, 1994 (Unaudited)
(Thousands of Dollars)
<CAPTION>
Divisional
CNG Eliminations
Energy and Cogeneration
Company Adjustments Division
<S> <C> <C> <C>
Stockholder's Equity and
Liabilities
Capitalization
Common stockholder's equity
Common stock, par value
$1,000 per share
SEC Authorized -
112,500 shares
Issued and outstanding -
22,460 shares . . . .$22,460 $ - $19,340
Retained earnings, per
accompanying statement . . 2,084 - (6,187)
Total common
stockholder's equity 24,544 - 13,153
Long-term notes payable to
Parent Company . . . . . . 13,473 - 12,943
Total capitalization . 38,017 - 26,096
Current Liabilities
Accounts payable . . . . . . 551 - 77
Payables to affiliated
companies
Current maturities on
long-term debt. . . . . . 357 - 357
Other . . . . . . . . . . . 202 (7,827) 7,958
Payables to CNG Energy
Company . . . . . . . . . . - (1,289) 120
Taxes accrued . . . . . . . . 1,223 - 836
Other current liabilities . . 92 - 74
Total current
liabilities . . . . . 2,425 (9,116) 9,422
Deferred Income Taxes . . . . . 10,179 - 9,436
Total stockholder's
equity and
liabilities . . . . $50,621 $(9,116) $44,954
</TABLE>
<PAGE> 6
<TABLE>
CNG Energy Company
Divisional Balance Sheet
December 31, 1994 (Unaudited)
(Thousands of Dollars)
<CAPTION>
Technical
Liquids NGV Products
Division Division Division
<S> <C> <C> <C>
Stockholder's Equity and
Liabilities
Capitalization
Common stockholder's equity
Common stock, par value
$1,000 per share
SEC Authorized -
112,500 shares
Issued and outstanding -
22,460 shares . . . .$ 1,020 $ - $ 2,100
Retained earnings, per
accompanying statement . . 9,518 (6)
(1,241)
Total common
stockholder's equity 10,538 (6) 859
Long-term notes payable to
Parent Company . . . . . . 530 -
- -
Total capitalization . 11,068 (6) 859
Current Liabilities
Accounts payable . . . . . . 474 -
- -
Payables to affiliated
companies
Current maturities on
long-term debt . . . . . - -
- -
Other . . . . . . . . . . . 71 -
- -
Payables to CNG Energy
Company . . . . . . . . . . - 8
1,161
Taxes accrued . . . . . . . . 370 (2)
19
Other current liabilities . . 18 -
- -
Total current
liabilities . . . . . 933 6 1,180
Deferred Income Taxes . . . . . 741 -
2
Total stockholder's
equity and
liabilities . . . . $12,742 $ - $ 2,041
</TABLE>
<PAGE> 7
<TABLE>
CNG Transmission Corporation's
Cost Allocations for Fractionation Services
for
CNG Energy Company
For the Period January 1 to March 31, 1994
(In Thousands)
<CAPTION>
Minimum
Throughput
Total to Allocation Cost of Bill
Unit Charge
Description be Allocated Factor Depropanizer
Calculation Calculation
<S> <C> <C> <C> <C>
<C>
Operating and Maintenance Expenses . $ 4,581 .1985 (1) $ 910
$ - $ 910
Administrative and General Expenses . 3,634 .1985
721 - 721
Subtotal . . . . . . . . . . . 8,215 1,631
- - 1,631
Depreciation and Amortization
Products extraction plant . . . . . 1,178 .0987 (2)
116 116 -
General plant . . . . . . . . . . . 89 .0987
9 9 -
Subtotal . . . . . . . . . . . 1,267 125
125 -
Other Taxes
FICA and unemployment . . . . . . . 304 .1985
60 - 60
Ad valorem and all other . . . . . 115 .0987
11 11 -
Subtotal . . . . . . . . . . . 419 71
11 60
Income Taxes - Federal and State . . (85) .0987
(8) (8) -
Rate of Return at 15.75% . . . . . . 2,026 .0987
200 200 -
Total $11,842 $2,019
Total allocated capacity related costs $ 328
Total allocated throughput related costs $ 1,691
Allocation factor . . . . . . . . . . .2272(3)
Gallons of throughput . . . . . . . . 124,114
Annual charge (in dollars). . . . . . $ 74,522
Unit charge (in dollars) . . . . . . $.01362/gallon
Daily charge (in dollars) . . . . . . $211.47/day(4)
Notes:
(1) Based on the MMBtu's of products processed downstream of depropanizer
to total MMBtu's processed
at Hastings Plant.
(2) Based on the net book value of the depropanizer to the total book value
of the plant used.
(3) Reserve capacity divided by the total capacity (80,000 gallons divided
by 352,000 gallons).
(4) Based on 352 days per year.
</TABLE>
<PAGE> 8
<TABLE>
CNG Transmission Corporation's
Cost Allocations for Fractionation Services
for
CNG Energy Company
For the Period April 1 to December 31, 1994
(In Thousands)
<CAPTION>
Minimum
Throughput
Total to Allocation Cost of Bill
Unit Charge
Description be Allocated Factor Depropanizer
Calculation Calculation
<S> <C> <C> <C> <C>
<C>
Operating and Maintenance Expenses . . $ 5,039 .1934(1) $ 975
$ - $ 975
Administrative and General Expenses . . 3,855 .1934 745
- - 745
Subtotal . . . . . . . . . . . . 8,894 1,720
- - 1,720
Depreciation and Amortization
Products extraction plant . . . . . . 1,178 .0974(2) 115
115 -
General plant . . . . . . . . . . . . 122 .0974 12
12 -
Subtotal . . . . . . . . . . . . 1,300 127
127 -
Other Taxes
FICA and unemployment . . . . . . . . 326 .1934 63
- - 63
Ad valorem and all other . . . . . . 107 .0974 10
10 -
Subtotal . . . . . . . . . . . . 433 73
10 63
Income Taxes - Federal and State . . . (84) .0974 (8)
(8) -
Rate of Return at 15.75% . . . . . . . 2,010 .0974 196
196 -
Total $12,553 $2,108
Total allocated capacity related costs $325
Total allocated throughput related costs $1,783
Allocation factor . . . . . . . . . . . .2112(3)
Gallons of throughput . . . . . . . . . 128,295
Annual charge (in dollars). . . . . . . $ 68,557
Unit charge (in dollars) . . . . . . . $.01390/gallon
Daily charge (in dollars) . . . . . . . $192.36/day(4)
Notes:
(1) Based on the MMBtu's of products processed downstream of depropanizer
to total MMBtu's processed
at Hastings Plant.
(2) Based on the net book value of the depropanizer to the total book value
of the plant used.
(3) Reserve capacity divided by the total capacity (76,000 gallons divided
by 360,000 gallons).
(4) Based on 356 days.
</TABLE>
<PAGE> 9
CNG Energy Company
Year 1994
(Amounts in Thousands)
A. Volume of Liquids Processed by CNG Transmission Corporation:
Product Gallons
Propane 57,483
Normal Butane 17,268
Isobutane 8,123
Gasoline 18,562
Ethane 98,301
Total 199,737
B. Volume and Kind of Products Delivered to CNG Energy Company:
Product Gallons
Propane 13,311
Normal Butane 4,597
Isobutane 2,547
Gasoline 5,615
Total 26,070
C. Amount Paid by CNG Energy Company to CNG Transmission Corporation for
Fractionation Services:
Fractionation fees billed by CNG Transmission Corporation for production
from the Copley, Shultz, West Union, Tembec Co., Beldon & Blake Corp., and
Eastern American Energy Corp. extraction facilities totalled $430.
D. Number of Gallons of Fractionated Liquids Purchased by CNG Energy Company
During the Calendar Year, Including Price Paid Per Gallon:
Product Gallons Avg. Cost/Gallon Total Cost
Propane 13,311 $.3077 $ 4,095
Normal Butane 4,597 .3099 1,424
Isobutane 2,547 .3718 947
Gasoline 5,615 .3522 1,978
Total 26,070 $ 8,444
E. Total Cost of CNG Transmission Corporation Personnel Services Engaged in
Marketing the Fractionated Liquids Purchased by CNG Energy Company:
Marketing $ 79
Shipping and Receiving 10
Accounting 13
$102
IROQUOIS
GAS TRANSMISSION SYSTEM
'94
FINANCIAL STATEMENTS
<PAGE>
1994 Highlights
Annual Quantities Transported (Bcf)
(graphic material omitted)
Annual Operating Revenues ($000)
(graphic material omitted)
Annual Operating Expenses ($000)
(graphic material omitted)
Annual Net Income Results ($000)
(graphic material omitted)
<PAGE>
COMPANY PROFILE
Iroquois Gas Transmission System, L.P. ("Iroquois" or "Company") is an
interstate pipeline extending 375 miles from the U.S. - Canadian border at
Waddington, NY through the state of Connecticut to Long Island, NY. Iroquois
is a Delaware limited partnership owned by 12 U.S. and Canadian energy
companies (refer to listing of Partners on back cover) with headquarters in
Shelton, Connecticut.
Iroquois' mainline facilities were placed in service during December 1991, and
January 1992. Iroquois commenced operations with a firm service contract level
of 575.9 million cubic feet per day ("MMcf/d") which over the last three years
has increased to 750.1 MMcf/d due to the addition of compressor stations at
Wright, NY and Croghan, NY. The Company provides service to local distribution
companies, electric utilities and electric power generators. During the
1993-94 contract year deliveries averaged 724.9 MMcf/d with a peak of 861.8
MMcf/d reached on August 5, 1994.
Although Iroquois' primary market area is in the northeastern U.S., the Company
provides natural gas transportation services directly or indirectly, through
exchanges and interconnecting pipelines, to 12 states and five U.S. and
Canadian supply basins.
CORPORATE MISSION
To maximize natural gas transportation into the Northeast in a safe,
environmentally sound and cost effective manner, while maintaining the highest
level of service to our customers.
ENVIRONMENTAL CREDO
We are committed to preserving our environment by seeking ways to minimize
environmental intrusions and to maximize protection of our natural resources.
1
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Overview
Iroquois' third year of operation reflects a continuation of the growth
experienced since the first transmission facilities were placed in service
December 1991. Since commencing service, the Company has continued to expand
its facilities and has constructed eight additional meter stations, a short
lateral pipeline to serve a Connecticut power generation customer and two state
of the art compressor stations to serve an expanding customer load.
Iroquois filed its first rate case in December 1993 in accordance with the
requirements of its original Federal Energy Regulatory Commission ("FERC" or
"Commission") certificate. The Company requested a 6% increase in rates. During
1994 various meetings and settlement conferences were held; however the outcome
of the rate settlement/hearing process is still pending. Accordingly, the
financial statements reflect provisions that have been made by the Company for
potential rate refunds and/or cost disallowances that may result upon final
authorization of new rates by FERC. A final FERC order on the disposition of
the rate case is expected in 1995 (refer to Note 6 of the financial statements).
RESULTS OF OPERATIONS
Operating Revenues
Total deliveries for 1994 were 267.9 billion cubic feet, an increase of 9% over
the 1993 level. The increase in total deliveries is primarily attributable to
the additional capacity provided by the Wright Compressor Station, which was
placed in-service during November 1993, and the partial year contribution of
the Croghan Compressor Station, which was commissioned in December 1994.
Correspondingly, there was a 5%, or $6.8 million, increase in revenues in 1994
compared to the prior year. The 1994 revenues reported are net of a $4.8
million provision for potential customer refunds upon the resolution of
Iroquois first rate case (refer to Note 6 to the financial statements).
Operating Expenses
The operations expense for 1993 and 1994 include provisions, of $2.5 million
and $6.1 million respectively, for the potential disallowance of legal costs
incurred by the Company in its defense of the investigation discussed in Note 6
to the financial statements. The accounting and rate treatment of these costs
will be determined by the FERC at a hearing to be
2
<PAGE>
held in early 1995. Excluding the provision for legal fees, operations expense
has increased $1.2 million, or 6%, in 1994 relative to the prior year. The
change is due primarily to an increase in field maintenance as the Company
entered its third year of operation. The expenses associated with the field
operations and maintenance are expected to stabilize as maintenance programs
and cycles are established.
Depreciation
Depreciation expense increased $1.7 million in 1994 over 1993 due to the
addition of new compression and pipeline assets.
Taxes Other Than Income
Taxes other than income increased $1.3 million due to the recession of a
property tax exemption by numerous tax jurisdictions in New York State. The
Company continues to challenge this action in the courts.
LIQUIDITY AND CAPITAL RESOURCES
Expenditures for utility plant and other capital investments totaled $27.6
million in 1994, reflecting a decrease of 5%, or $1.4 million, from the 1993
level of $29 million. This decrease is due primarily to the reduction in
construction activity relating to the restoration activities on the mainline
which were substantially completed during 1993, with some minor carryover to
1994.
Cash flow (defined as net income adjusted for non-cash items such as
depreciation and deferred income taxes) represents the cash generated from
operations available for capital expenditures, Partner distributions, and other
operational needs. Cash flows from operating activities increased by 20%, or
$15.4 million, in 1994 relative to 1993.
Iroquois' working capital needs are supported by a $10 million line of credit
provided by a major financial institution. During 1994, $4 million of this
facility was utilized and the obligation remained outstanding at year end.
Long-term debt at the end of 1994 was $473.2 million, reflecting a 7%, or $33
million, decrease from the 1993 balance of $506.2 million due to repayments
made pursuant to the debt agreement repayment schedule.
3
<PAGE>
MANAGEMENT REPORT
The financial statements of Iroquois Gas Transmission System, L.P. and other
sections of this Annual Report were prepared by management of its operator,
Iroquois Pipeline Operating Company, which is responsible for their integrity
and objectivity. These financial statements were prepared in accordance with
generally accepted accounting principles and were audited by Coopers & Lybrand
L.L.P. Management considered materiality when making significant estimates and
judgments.
The Company maintains a system of internal controls over financial reporting,
which is designed to provide reasonable assurance to the Company's management
and the Management Committee of Iroquois, which is composed entirely of Partner
representatives, regarding the preparation of reliable published financial
statements. The system contains self-monitoring mechanisms, and actions are
taken to correct deficiencies as they are identified. Even an effective
internal control system, no matter how well designed, has inherent limitations,
including the possibility of the circumvention or overriding of controls, and
such systems can provide only reasonable assurance with respect to financial
statement preparation. Further, because of changes in conditions, internal
control system effectiveness may vary over time.
Through established programs, the Company regularly emphasizes to its
management employees their internal control responsibilities and policies
prohibiting conflicts of interest. The Audit Committee of Iroquois is composed
entirely of Partner representatives. This Committee meets periodically with
management, the internal auditor and the independent auditors to review the
activities of each and to discuss audit matters, financial reporting and the
adequacy of internal controls.
Management believes that its system of internal accounting controls and control
environment provide reasonable assurance that its assets are safeguarded from
loss or unauthorized use and that its financial records, which are the basis
for the preparation of all financial statements, are reliable.
4
<PAGE>
Coopers Coopers & Lybrand L.L.P.
& Lybrand a professional services firm
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Iroquois Gas Transmission System, L.P.:
We have audited the accompanying balance sheets of Iroquois Gas Transmission
System, L.P. as of December 31, 1994 and 1993 and the related statements of
income, changes in partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Iroquois Gas Transmission
System, L.P. as of December 31, 1994 and 1993, and the results of their
operations and their cash flows for the years then ended in conformity with
generally accepted accounting principles.
As discussed in Note 6 to the financial statements, the Company is being
investigated by certain governmental agencies alleging certain civil and
criminal environmental and other violations. The ultimate outcome of the
investigation cannot presently be determined. Accordingly, no provision for any
liability that may result upon resolution of such matters has been made in the
accompanying financial statements.
Coopers & Lybrand L.L.P.
Hartford, Connecticut
March 17, 1995
Coopers & Lybrand L.L.P., a registered limited liability partnership, is a
member firm of Coopers & Lybrand (International)
<PAGE>
_______________________________________________________________________________
IROQUOIS GAS TRANSMISSION SYSTEM, L.P.
BALANCE SHEETS
ASSETS (Thousands of Dollars)
_______________________________________________________________________________
At December 31 1994 1993
_______________________________________________________________________________
CURRENT ASSETS:
Cash and temporary cash investments $ 28,823 $ 25,910
Accounts receivable - trade 8,579 6,480
Accounts receivable - affiliates 6,498 6,341
Other current assets 1,939 1,806
________ ________
Total Current Assets 45,839 40,537
________ ________
NATURAL GAS TRANSMISSION PLANT:
Natural gas plant in service 744,750 714,732
Construction-work-in-progress 443 2,614
________ ________
745,193 717,346
Accumulated depreciation and
amortization (104,064) (67,630)
________ ________
Net Natural Gas Transmission Plant 641,129 649,716
________ ________
DEFERRED CHARGES:
Regulatory assets - income tax related 16,491 18,056
Regulatory assets - other 3,166 3,431
Other deferred charges 569 590
________ ________
Total Deferred Charges 20,226 22,077
________ ________
Total Assets $707,194 $712,330
======== ========
The accompanying notes are an integral part of these financial statements.
<PAGE>
_______________________________________________________________________________
IROQUOIS GAS TRANSMISSION SYSTEM, L.P.
BALANCE SHEETS
LIABILITIES AND PARTNERS' EQUITY (Thousands of Dollars)
_______________________________________________________________________________
At December 31 1994 1993
_______________________________________________________________________________
CURRENT LIABILITIES:
Accounts payable - trade $ 6,055 $ 5,130
Accrued interest 6,822 6,841
Notes payable 4,000 -
Current portion of long-term debt 31,922 32,972
Other current liabilities 16,226 12,282
________ ________
Total Current Liabilities 65,025 57,225
________ ________
LONG-TERM DEBT 441,294 473,216
REVENUES SUBJECT TO REFUND 4,785 -
OTHER NONCURRENT LIABILITIES 650 -
________ ________
446,729 473,216
________ ________
AMOUNTS EQUIVALENT TO DEFERRED INCOME TAXES:
Generated by Partnership 30,839 27,293
Payable by Partners (14,348) (9,237)
________ ________
Total Amounts Equivalent to Deferred
Income Taxes 16,491 18,056
________ ________
COMMITMENTS AND CONTINGENCIES (Note 6) - -
Total Liabilities 528,245 548,497
________ ________
PARTNERS' EQUITY 178,949 163,833
________ ________
Total Liabilities and Partners' Equity $707,194 $712,330
======== ========
The accompanying notes are an integral part of these financial statements.
<PAGE>
_______________________________________________________________________________
IROQUOIS GAS TRANSMISSION SYSTEM, L.P.
STATEMENTS OF INCOME
(Thousands of Dollars)
_______________________________________________________________________________
For the Years Ended December 31 1994 1993
_______________________________________________________________________________
NET OPERATING REVENUES $144,502 $137,661
OPERATING EXPENSES:
Operations 26,553 21,800
Depreciation and amortization 36,699 35,014
Taxes, other than income 8,782 7,458
________ ________
Total Operating Expenses 72,034 64,272
________ ________
OPERATING INCOME 72,468 73,389
________ ________
OTHER INCOME & (EXPENSES):
Interest and dividend income 1,241 1,294
Allowance for equity funds used during
construction 276 260
Other (300) (34)
________ ________
1,217 1,520
________ ________
INCOME BEFORE INTEREST CHARGES AND TAXES 73,685 74,909
INTEREST EXPENSE:
Interest expense 42,058 43,347
Allowance for borrowed funds used during
construction (489) (439)
________ ________
Net Interest Expense 41,569 42,908
________ ________
INCOME BEFORE TAXES 32,116 32,001
PROVISION FOR TAXES 13,266 13,174
________ ________
NET INCOME $ 18,850 $ 18,827
======== ========
The accompanying notes are an integral part of these financial statements.
<PAGE>
_______________________________________________________________________________
IROQUOIS GAS TRANSMISSION SYSTEM, L.P.
STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
_______________________________________________________________________________
For the Years Ended December 31 1994 1993
_______________________________________________________________________________
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 18,850 $ 18,827
________ ________
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 36,699 35,014
Allowance for equity funds used
during construction (276) (260)
Decrease (increase) in deferred
regulatory asset-income tax related 1,565 (18,134)
Decrease (increase) in amounts
equivalent to deferred income taxes (1,565) 18,056
Income and other taxes payable by
Partners 13,266 13,174
Decrease in other deferred charges 21 416
Increase in revenues subject to refund 4,785 -
Changes in working capital:
Increase in accounts receivable (2,256) (457)
Decrease (increase) in other assets (133) 104
Increase (decrease) in accounts payable 925 (8,906)
Decrease in accrued interest (19) (512)
Increase in other liabilities 4,594 3,714
________ ________
57,606 42,209
________ ________
Net Cash Provided by Operating
Activities 76,456 61,036
________ ________
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (27,571) (28,969)
________ ________
Net Cash Used for Investing
Activities (27,571) (28,969)
________ ________
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt (32,972) (33,970)
Partner distributions (17,000) (57,732)
Proceeds from long-term debt - 17,550
Proceeds from notes payable 4,000 -
________ ________
Net Cash Used for
Financing Activities (45,972) (74,152)
NET INCREASE/(DECREASE) IN CASH AND TEMPORARY
CASH INVESTMENTS 2,913 (42,085)
CASH AND TEMPORARY CASH INVESTMENTS AT
BEGINNING OF YEAR 25,910 67,995
________ ________
CASH AND TEMPORARY CASH INVESTMENTS AT
END OF YEAR $ 28,823 $ 25,910
======== ========
Supplemental disclosure of Cash flow
information:
Cash paid for interest $ 41,833 $ 43,721
======== ========
The accompanying notes are an integral part of these financial statements.
<PAGE>
_______________________________________________________________________________
IROQUOIS GAS TRANSMISSION SYSTEM, L.P.
STATEMENT OF CHANGES IN PARTNERS' EQUITY
(Thousands of Dollars)
_______________________________________________________________________________
_______________________________________________________________________________
PARTNERS' EQUITY,
Balance at December 31, 1992 $189,564
Net Income 1993 18,827
Taxes payable by Partners:
Federal income taxes 10,680
Other state taxes 1,087
State income taxes 1,407
________
13,174
Equity distributions to Partners (57,732)
________
PARTNERS' EQUITY,
Balance at December 31, 1993 163,833
Net Income 1994 18,850
Taxes payable by Partners:
Federal income taxes 10,981
Other state taxes 1,186
State income taxes 1,099
________
13,266
Equity distributions to Partners (17,000)
________
PARTNERS' EQUITY,
Balance at December 31, 1994 $178,949
========
The accompanying notes are an integral part of these financial statements.
<PAGE>
1. DESCRIPTION OF PARTNERSHIP:
Iroquois Gas Transmission System, L.P., ("Iroquois" or "Company") is a Delaware
limited partnership formed for the purpose of constructing, owning and
operating a natural gas transmission pipeline from the Canada-United States
border near Waddington, NY, to South Commack, Long Island, NY. In accordance
with the limited partnership agreement, the Partnership shall continue in
existence until November 1, 2089, and from year to year thereafter, until the
Partners elect to dissolve the Partnership and terminate the limited
partnership agreement.
The general partners consist of TransCanada Iroquois Ltd. (29.0%),
Tennessee/New England Pipeline Co. (13.2%), NorthEast Transmission Co. (11.4%),
Housatonic Corporation (10.5%), ANR Iroquois, Inc. (9.4%), CNG Iroquois, Inc.
(9.4%), Alenco Iroquois Pipeline, Inc. (6.0%), JMC-Iroquois Inc. (2.8%), NJNR
Pipeline Company (2.8%), ENI Transmission Company (2.4%) and LILCO Energy
Systems, Inc. (1.0%). The New York Power Authority is a limited partner (2.1%).
The Iroquois Pipeline Operating Company, a wholly-owned subsidiary of general
partner TransCanada PipeLines Limited, is the administrative operator of the
pipeline. Tennessee Gas Pipeline Co. is the field operator of the pipeline.
Income and expenses are allocated to the Partners and credited to their
respective equity accounts in accordance with the limited partnership agreement
and their respective percentage interests.
Distributions to Partners are made concurrently to all Partners in proportion
to their respective partnership interests. Total cash distributions of $17.0
million and $57.7 million were made during 1994 and 1993, respectively.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation
Iroquois is subject to regulation by the Federal Energy Regulatory Commission
("FERC" or "Commission"). Iroquois' accounting policies conform to generally
accepted accounting principles, as applied in the case of regulated public
utilities, and to the accounting requirements and rate-making practices of the
FERC. Certain reclassifications have been made to the prior year financial
statements to conform to the current reporting format.
Cash and Temporary Cash Investments
Iroquois considers all highly liquid temporary cash investments purchased with
an original maturity date of three months or less to be cash equivalents.
Temporary cash investments of $28.8 million, consisting primarily of low risk
mutual funds, are carried at cost, which approximates market. At December 31,
1994 and 1993, $12.1 million and
11
<PAGE>
$ 12.4 million, respectively, of cash and temporary cash investments were held
to satisfy the terms of the Loan Agreement (refer to Note 3).
Natural Gas Plant In Service
Natural gas plant in-service is carried at original cost. The majority of the
natural gas plant in-service is categorized as natural gas transmission plant,
and is depreciated over 20 years on a straight-line basis. The remainder is
general plant and is depreciated on a straight-line basis over various useful
lives averaging five years.
Construction Work-In-Progress
Expenditures incurred for feasibility studies, market analyses, engineering
design, legal advice, project management, right-of-way and other costs incurred
for completion and expansion of facilities are included in Construction
Work-In-Progress ("CWIP"). In addition to restoration activities related to the
completion of the base pipeline, several new metering and compressor station
facilities were constructed and transferred to gas plant in service in 1994 and
1993. These included the compressor station at Croghan, New York, a 0.8 mile
lateral line and meter station to serve a power plant at Devon, Connecticut and
meter stations at New Bremen, New York and Croghan, New York. At December 31,
1994, CWIP included preliminary engineering costs relating to other ongoing
minor capital projects.
Allowance for Funds Used During Construction
The allowance for funds used during construction ("AFUDC") represents the cost
of funds used to finance natural gas transmission plant under construction. The
AFUDC rate includes a component for borrowed funds as well as equity,
calculated in accordance with the FERC regulations. The AFUDC is capitalized as
an element of Natural Gas Plant in Service.
Provision for Taxes
The payment of income taxes is the responsibility of the Partners and such
taxes are not normally reflected in the financial statements of partnerships.
Iroquois' approved rates, however, include an allowance for taxes (calculated
as if it were a corporation) and the FERC requires Iroquois to record such
taxes in the Partnership records to reflect the taxes payable by the Partners
as a result of Iroquois' operations. These taxes are recorded without regard
as to whether each Partner can utilize its share of the Iroquois tax
deductions. Iroquois' rate base, for rate-making purposes, is reduced by the
amount equivalent to accumulated deferred income taxes in calculating the
required return.
Effective January 1, 1993, the Company adopted Statement of Financial Accounting
Standards No. 109 ("SFAS No. 109") Accounting for Income Taxes. Under SFAS No.
109, deferred taxes are provided based upon, among other factors, enacted tax
rates which would apply in the period that the taxes become payable, and by
adjusting deferred tax
12
<PAGE>
assets or liabilities for known changes in future tax rates. SFAS No. 109
requires recognition of a deferred income tax liability for the equity component
of AFUDC. In addition, SFAS No. 109 requires that, if it is probable that the
future increase in taxes payable will be recovered from customers through future
rates, an asset should be recognized for that probable future revenue pursuant
to SFAS No. 71, Accounting for the Effect of Certain Types of Regulation.
3. FINANCING:
On June 11, 1991, Iroquois entered into a loan agreement which provided a loan
facility totaling $522.6 million to be amortized over a 14-year period
commencing November 1, 1992.
On August 30, 1992, the total amount of the loan became non-recourse to the
Partners. However, the Partners' equity interest remained pledged until December
7, 1993, at which time the required conditions were met and the liens were
extinguished.
During 1993, Iroquois entered into Expansion Loan Agreement No. 1 in the amount
of $17.6 million to construct the Wright Compressor Station. The expansion loan
conditions are substantially the same as those of the base loan and are non-
recourse with respect to the Partners.
As of December 31, 1994, Iroquois was party to interest rate swap transactions
for aggregate notional principal amounts of $540.2 million, which are being
amortized over 14 years in accordance with the principal repayment schedule
provided in the loan agreement. The interest rate and margin over the term of
the swaps average 7.615% and 1.098%, respectively. The swap transactions are
required by the loan agreement and are used to hedge against future interest
rate increases. The fair value of interest rate swaps is the estimated amount
that Iroquois would receive or pay to terminate the swap agreements at the
reporting date, taking into account current interest rates and current credit
worthiness of the swap counterparties. The fair value of the interest rate swaps
were $11.5 million and $(54.7) million at December 31, 1994 and 1993,
respectively.
Iroquois is subject to risk from non-performance of the counterparties of the
swap agreements. In the event of non-performance, the Company would be required
to pay interest subject to the original terms of the loan agreement. This risk
is substantially mitigated by the fact that the counterparties are large, highly
rated financial institutions. At December 31, 1994 the largest single exposure
under the swap agreements is $7.7 million.
13
<PAGE>
At December 31, 1994, the outstanding principal was $456.2 million on the base
loan and $17.0 million on the expansion loan for total long-term debt of $473.2
million. The combined schedule of repayments is as follows (in millions):
Year Scheduled
Repayment
1995 $ 31.9
1996 $ 30.3
1997 $ 29.2
1998 $ 28.1
1999 $ 28.1
Thereafter $325.6
The loan agreements are collateralized by all the assets of the Partnership and
subject Iroquois to certain restrictions and covenants related to, among other
things, indebtedness, investments, certain expenditures, financial ratios, and
limitations on distributions to Partners. At December 31, 1994, the Company had
an outstanding letter of credit in the amount of $35.0 million, which is
guaranteed by the Partners.
During the year the Company obtained an unsecured line of credit which permits
borrowings up to a maximum of $10,000,000 at a rate equal to the lenders'
alternate base rate plus 0.5%. At December 31, 1994, $4,000,000 was outstanding
under this facility which expires in March 1995. The line of credit contains a
subjective acceleration clause as its most restrictive covenant.
4. CONCENTRATIONS OF CREDIT RISK:
Iroquois' cash and temporary cash investments and trade accounts receivable
represent concentrations of credit risk. Management believes that the credit
risk associated with cash and temporary cash investments is mitigated by its
practice of limiting its investments to low risk mutual funds, rated Aaa by
Moody's Investor Services and AAA by Standard and Poor's, and its cash deposits
to large, highly rated financial institutions. Management also believes that the
credit risk associated with trade accounts receivable is mitigated by the
restrictive terms of the FERC gas tariff which requires customers to pay for
service within 20 days after the end of the month of service delivery.
5. GAS TRANSPORTATION CONTRACTS:
Iroquois has 20-year gas transportation contracts with 25 shippers to provide
interstate natural gas transportation service in accordance with a FERC-approved
tariff. As of December 31, 1994, the gas transportation contracts provide long-
term firm reserved transportation service of 750.1 MMcf/d of natural gas which
includes 54 MMcf/d of short haul transportation service. As of December 31,
1993, the gas transportation
14
<PAGE>
contracts provided firm reserved transportation service of 641.1 MMcf/d of
natural gas. The gas transportation contracts expire between December 1, 2011,
and November 1, 2012.
6. COMMITMENTS AND CONTINGENCIES:
Rate Case Filing
On December 1, 1993, Iroquois submitted an application with the FERC in Docket
No. RP94-72-000 for an increase in rates for natural gas transportation service
of $8.425 million based on an annual cost of service of $149.033 million. The
filing was also designed to comply with the Commission's November 14, 1990 Order
originally certificating the pipeline, which required Iroquois to file a rate
case within two years from the date service was initiated, once experience had
been gained in operating the new pipeline.
On December 30, 1993, the FERC issued an order accepting Iroquois' filing and
suspending its effectiveness until June 1, 1994, subject to refund and subject
to further Commission action. The Commission noted the pendency of two related
matters: (1) in Docket No. FA92-59-000, the Commission's Office of Chief
Accountant raised an issue regarding Iroquois' capitalization of certain
expenditures relating to the construction of the pipeline; and (2) the
Enforcement Staff of the Commission's Office of General Counsel and Staff in the
Office of Pipeline Regulation had sent data requests (referenced below) to
Iroquois which bear upon certain concerns raised in the protests. On March 23,
1994, the Commission issued an order establishing a hearing in the rate case
proceeding. Prior to the scheduled hearing, Iroquois and the parties tentatively
agreed to principles of settlement on all issues with one exception. As of
December 31, 1994, an amount of $4.8 million was recorded for the refund of
revenues in accordance with the tentative rate case settlement. The one
exception pertains to the accounting and recovery of defense costs incurred in
connection with the federal investigations described below. Iroquois has made a
provision for potential disallowance of these costs incurred through December
31, 1994.
Federal Regulatory Proceedings
On December 3, 1993, Iroquois received notification from the Enforcement Staff
of the Commission's Office of the General Counsel ("Enforcement") that
Enforcement has commenced a preliminary, non-public investigation concerning
Iroquois' construction of certain of its pipeline facilities. That office has
requested certain information regarding such construction. In addition, on
December 27, 1993 and September 27, 1994, Iroquois received similar requests for
information from the Army Corps of Engineers requesting certain information
regarding the construction of certain of its pipeline facilities. Iroquois also
has received inquiries from the Department of Transportation and the staff of
the New York Public Service Commission regarding construction of certain of its
pipeline facilities.
15
<PAGE>
Iroquois is providing information to these agencies in response to their
requests.
Federal Investigations
Iroquois has been informed by the U.S. Attorney's Offices for the Northern,
Southern and Eastern Districts of New York that a civil investigation is
underway to determine whether Iroquois committed civil environmental violations
during construction of the pipeline. In February 1992, 26 alleged violations
were identified to Iroquois in writing. In response, Iroquois denied that such
violations occurred and asserted that all concerns raised by governmental
authorities during construction had been fully responded to. Iroquois
subsequently was informed that the universe of alleged violations included
certain field reports prepared by a Federal/State Inter-Agency Task Force which
surveyed the right-of-way in connection with the right-of-way restoration
program. No proceedings in connection with this civil investigation have been
commenced by the federal government against Iroquois.
In addition, Iroquois and its environmental consultant remain subjects of a
federal criminal investigation commenced in 1992. This grand jury proceeding is
being conducted by the United States Attorney for the Northern District of New
York in conjunction with representatives of both the United States Environmental
Protection Agency ("EPA") and the Federal Bureau of Investigation ("FBI"). An
FBI press release issued in July 1992 described the focus of the inquiry as
whether Iroquois and possibly others violated federal environmental laws,
provided false information or otherwise concealed information in conjunction
with the construction of the base pipeline or otherwise used interstate mails or
wire to commit a fraud in connection with the construction of the base pipeline.
Iroquois management believes that the pipeline construction and right-of-way
activities were conducted in a responsible manner. Nevertheless, in the absence
of a negotiated resolution, Iroquois deems it probable, based on representations
by the United States Attorney's Office, that the United States Attorney will
seek indictments and, in them, substantial fines and other sanctions.
Iroquois and its counsel have met with and expect to continue to meet with those
conducting the civil and criminal investigations, from time to time, both to
gain an informed understanding of the focus and direction of the investigations
in order to defend itself and to explore a range of possible resolutions
acceptable to all parties.
A global resolution of the federal civil and criminal investigations could have
a material adverse effect on the financial results of operation and the
financial condition of Iroquois. Until discussions with those conducting the
investigations progress further, however, no amount nor range of potential loss
can be reasonably estimated. No understandings or agreements have been reached
that would allow Iroquois to make provision in its financial statements for any
dollar liability associated with these proceedings. Therefore, Iroquois has not
made a provision in its financial statements for any dollar liability associated
with these proceedings.
16
<PAGE>
Tariff Filing
On November 10, 1992, Iroquois filed gas tariff sheets with the FERC to effect
implementation of a deferred asset surcharge. The filing was in compliance with
the FERC's March 11, 1991, order in Docket No. CP89-634-004. In this Order, the
FERC authorized Iroquois to defer facility-related costs in excess of operating
revenues during the initial start-up period (the period from December 1, 1991,
to October 31, 1992) while service on Iroquois' system was phased in. The total
deferred asset included in the November 10, 1992, filing was $3.574 million
which is being amortized over the remaining 19-year term of Iroquois' long-term
service agreements. Each year the Company submits a filing with the FERC to
recover these costs. The latest order which was approved by the FERC on
September 30, 1994, Docket No. TM95-2-110, accepted such tariff sheets
effective November 1, 1994.
Legal Proceedings - Other
Iroquois is party to various legal actions incident to its business, however,
management believes that no material losses will result from such proceedings.
Leases
Iroquois leases its office space under operating lease arrangements. The leases
expire at various dates through 2003 and are renewable at Iroquois' option.
Iroquois also leases a right-of-way easement on Long Island, New York, from the
Long Island Lighting Company ("LILCO"), a general partner, which requires annual
payments escalating 5% a year over the 39-year term of the lease. In addition,
Iroquois leases various equipment and automobiles under non-cancelable operating
leases. During the years ended December 31, 1994, and 1993, Iroquois made
payments of $0.9 million and $1.1 million respectively, under operating leases,
of which $0.1 million and $0.1 million, respectively, were capitalized and $0.8
million and $1.0 million, respectively, were recorded as rental expense. Future
minimum rental payments under operating lease arrangements are as follows
(millions of dollars):
Year Amount
1995 $ 0.7
1996 $ 0.7
1997 $ 0.7
1998 $ 0.7
1999 $ 0.7
Thereafter $ 7.5
17
<PAGE>
7. INCOME TAXES:
As discussed in Note 2, the Company adopted SFAS No. 109 as of January 1, 1993.
The cumulative effect of this change in accounting for income taxes of $16.7
million, representing a deferred income tax liability with respect to the equity
component of AFUDC and a corresponding asset recorded in deferred charges -
regulatory asset for the same amount, is reflected in the December 31, 1993,
financial statements. Deferred income taxes which are the result of operations
will become the obligation of the Partners when the temporary differences
related to those items reverse. The Company recognizes a decrease in the Amounts
Equivalent to Deferred Income Taxes account for these amounts and records a
corresponding increase to Partners' equity. Deferred income taxes with respect
to the equity component of AFUDC remain on the accounts of the Partnership until
the related deferred regulatory asset is recognized.
Total income tax expense includes the following components (thousands of
dollars):
U.S. State-
Federal State Other Total
1994:
____
Current $ 6,457 $ 512 $ 1,186 $ 8,155
Deferred 4,524 587 - 5,111
________ ________ ________ ________
TOTAL $ 10,981 $ 1,099 $ 1,186 $ 13,266
======== ======== ======== ========
1993:
____
Current $ 6,354 $ 299 $ 1,087 $ 7,740
Deferred 4,326 1,108 - 5,434
________ ________ ________ ________
TOTAL $ 10,680 $ 1,407 $ 1,087 $ 13,174
======== ======== ======== ========
Deferred income taxes included in the income statement relate to the
following (thousands of dollars):
1994 1993
Depreciation $ 7,642 $10,477
Deferred regulatory asset (71) (73)
Property Taxes 6 359
Legal Costs 2,247 690
Accrued expenses (2,224) (976)
Alternative minimum tax credit (2,392) (5,609)
Other (97) 566
_______ _______
Total deferred taxes $ 5,111 $ 5,434
======= =======
18
<PAGE>
The components of the net deferred tax liability are as follows
(thousands of dollars):
At December 31, 1994 1993
Deferred Tax Assets-
Alternative minimum tax credit $ 11,546 $ 9,154
Provision for rate refund - -
Accrued Expenses 3,307 1,083
________ ________
Total deferred tax assets $ 14,853 $ 10,237
________ ________
Deferred tax liabilities-
Depreciation and related items $(24,786) $(17,188)
Deferred regulatory assets (1,239) (1,310)
Property Tax (745) (739)
Legal Costs (3,188) (941)
Other (93) (191)
________ ________
Total deferred tax liabilities $(30,051) $(20,369)
________ ________
Net deferred tax liabilities $(15,198) $(10,132)
Less deferral of tax rate change 850 895
________ ________
Deferred taxes - Operations (14,348) (9,237)
Deferred tax related to Equity AFUDC (15,641) (17,161)
Deferred tax related to change in tax rate (850) (895)
________ ________
Total deferred taxes $(30,839) $(27,293)
======== ========
19
<PAGE>
8. RELATED PARTY TRANSACTIONS:
Operating revenues and amounts due from related parties were primarily for
gas transportation services.
Payments to related parties were primarily for services rendered under
operating agreements between Iroquois and TransCanada PipeLines Company, and
between IPOC and Tennessee Gas Pipeline Company. These contracts include
various services provided in connection with construction management,
engineering, maintenance and operation of the pipeline and other costs incident
to Iroquois' operation. The table below summarizes Iroquois' related party
transactions (millions of dollars):
<TABLE>
<CAPTION>
1994
1993
Payments Due From Revenue
Payments Due From Revenue
to Related Related from Related
to Related Related from Related
Parties Parties Parties
Parties Parties Parties
<S> <C> <C> <C>
<C> <C> <C>
TransCanada Iroquois Ltd. $10.1 $ 0.1 $ -
$ 8.0 $ 0.1 $ 0.2
Tennessee Gas Pipeline 6.7 - -
5.7 - -
NorthEast Transmission Co. - 1.7 19.7
- - 1.6 20.8
Housatonic Corp. - 1.3 15.5
- - 1.3 15.3
ANR Iroquois - - 0.2
- - 0.2 0.1
CNG Iroquois - 0.2 0.3
- - 0.1 -
JMC Iroquois - - -
- - 0.2 7.3
NJNR Pipeline Company - 1.0 11.3
- - 0.9 10.9
ENI Transmission Company - 0.6 7.3
- - 0.6 6.5
LILCO Energy Systems 0.1 1.6 18.3
0.1 1.5 18.4
_____ _____ _____
_____ _____ _____
TOTALS $16.9 $ 6.5 $72.6
$13.8 $ 6.5 $79.5
===== ===== =====
===== ===== =====
</TABLE>
9. EMPLOYEE BENEFITS:
Iroquois offers a defined contribution retirement plan with a 401(k) provision
to its full-time salaried employees with over one year of service. The
employees' contributions are matched dollar for dollar by Iroquois up to 5% of
base pay in addition to any discretionary amounts approved by the Board of
Directors of the Plan Sponsor. These costs are recognized on a monthly basis
and funding is made on a pay-as-you-go basis. During 1994 and 1993, Iroquois
recognized $408.4 thousand and $297.3 thousand, respectively, of expenses in
connection with this plan. Iroquois does not provide post-retirement health or
life insurance benefits.
20
<PAGE>
Iroquois Pipeline Operating Company
Senior Management Team
CRAIG R. FREW, President
BERNARD M. OTIS, Vice President, Transmission
PAUL BAILEY, Vice President, Finance and Administration
JEFFREY A. BRUNER, General Counsel
GARY B. DAVIS, Director, Environmental Programs and Community Relations
<PAGE>
IROQUOIS PARTNERS
TransCanada Iroquois Ltd. (TRANSCANADA PIPELINES LIMITED) 29.0%
Tennessee/New England Gas Pipeline Company (TENNECO GAS) 13.2%
North East Transmission Company (BROOKLYN UNION GAS COMPANY) 11.4%
Housatonic Corporation (YANKEE ENERGY SYSTEM, INC.) 10.5%
ANR Iroquois, Inc. (ANR PIPELINE COMPANY) 9.4%
CNG Iroquois, Inc. (CNG TRANSMISSION CORPORATION) 9.4%
ALENCO Iroquois Pipelines, Inc. (AEC PIPELINES) 6.0%
JMC-Iroquois, Inc. (J. MAKOWSKI ASSOCIATES, INC.) 2.8%
NJNR Pipeline Company (NEW JERSEY RESOURCES CORPORATION) 2.8%
ENI Transmission Company (CONNECTICUT NATURAL GAS CORPORATION) 2.4%
New York Power Authority 2.1%
LILCO Energy Systems, Inc. (LONG ISLAND LIGHTING COMPANY) 1.0%
<PAGE>
APPENDIX TO EX-99.3
The following graphic material which appeared in the paper format version of the
document is omitted from this electronic format document:
1994 HIGHLIGHTS (page 2 of the electronic format document)
Four bar charts appeared on this page:
(1) The first bar chart showed "Annual Quantities Transported (Bcf)." The
years 1993 and 1994 were on the horizontal axis. Volumes ranging from 235 Bcf
to 265 Bcf, in 5 Bcf increments, were on the vertical axis. The three-
dimensional bar for 1993 showed annual quantities of 245 Bcf. A similar bar
for 1994 showed annual quantities of 268 Bcf.
(2) The second bar chart showed "Annual Operating Revenues ($000)." The years
1993 and 1994 were on the horizontal axis. Dollar amounts ranging from 134 to
146 million, in 2 million increments, were on the vertical axis. The three-
dimensional bar for 1993 showed annual operating revenues of $137.661 million.
A similar bar for 1994 showed annual operating revenues of $144.502 million.
(3) The third bar chart showed "Annual Operating Expenses ($000)." The years
1993 and 1994 were on the horizontal axis. Dollar amounts ranging from 60
million to 74 million, in 2 million increments, were on the vertical axis.
The three-dimensional bar for 1993 showed annual operating expenses of $64.272
million. A similar bar for 1994 showed annual operating expenses of $72.034
million.
(4) The fourth bar chart showed "Annual Net Income Results ($000)." The years
1993 and 1994 were on the horizontal axis. Dollar amounts ranging from 18.815
million to 18.850 million, in .005 million increments, were on the vertical
axis. The three-dimensional bar for 1993 showed annual net income of $18.827
million. A similar bar for 1994 showed annual net income of $18.850 million.
<TABLE>
EXHIBIT F.(1)
ITEM 1 - SCHEDULE OF INVESTMENTS
________________________________
At December 31, 1994
(Thousands of Dollars)
<CAPTION>
Principal
Name of Issuer Title of Issue
Amount
_______________________________________________________________________________________________
__________
<S> <C>
<C>
Service Company Non-negotiable notes:
9.5% - maturing serially November 30, 1996 to 2011 . . . . . $ 3,836
8.90% - maturing May 31, 1999 . . . . . . . . . . . . . . . . 5,000
6.20% - maturing September 30, 1998 . . . . . . . . . . . . . 5,000
6.10% - maturing July 31, 2003. . . . . . . . . . . . . . . . 795
________
Total unsecured debt . . . . . . . . . . . . . . . . . . . . $ 14,631
========
CNG Transmission Non-negotiable notes:
9.5% - maturing serially November 30, 1996 to 2011 . . . . . $ 33,225
7.40% - maturing serially November 30, 2000 to 2015 . . . . . 75,000
8.95% - maturing serially September 30, 2004 to 2014 . . . . 35,000
6.20% - maturing September 30, 1998 . . . . . . . . . . . . . 100,800
6.10% - maturing July 31, 2003. . . . . . . . . . . . . . . . 59,541
6.80% - maturing November 30, 2013. . . . . . . . . . . . . . 57,793
8.75% - maturing December 30, 2014. . . . . . . . . . . . . . 27,000
________
Total unsecured debt . . . . . . . . . . . . . . . . . . . . $388,359
========
East Ohio Gas Non-negotiable notes:
9.5% - maturing serially November 30, 1996 to 2011 . . . . . $ 8,181
8.90% - maturing May 31, 1999 . . . . . . . . . . . . . . . . 15,000
7.40% - maturing serially November 30, 2000 to 2015 . . . . . 30,000
8.95% - maturing serially September 30, 2009 to 2019 . . . . 20,000
6.20% - maturing September 30, 1998 . . . . . . . . . . . . . 78,900
6.10% - maturing July 31, 2003. . . . . . . . . . . . . . . . 28,596
6.80% - maturing November 30, 2013. . . . . . . . . . . . . . 29,045
________
Total unsecured debt . . . . . . . . . . . . . . . . . . . . $209,722
========
</TABLE>
<PAGE>
<TABLE>
ITEM 1 - SCHEDULE OF INVESTMENTS
________________________________
At December 31, 1994
(Thousands of Dollars)
<CAPTION>
Principal
Name of Issuer Title of Issue
Amount
________________________________________________________________________________
_____________________
<S> <C>
<C>
Peoples Natural
Gas Non-negotiable notes:
9.5% - maturing serially November 30, 1996 to 2011 . . . . . $ 8,181
9.5% - maturing January 31, 1997 . . . . . . . . . . . . . . 10,000
8.90% - maturing May 31, 1999 . . . . . . . . . . . . . . . . 10,000
7.40% - maturing serially November 30, 2000 to 2015 . . . . . 15,000
8.95% - maturing serially September 30, 2009 to 2019 . . . . 14,000
6.20% - maturing September 30, 1998 . . . . . . . . . . . . . 10,000
6.80% - maturing November 30, 2013. . . . . . . . . . . . . . 37,431
6.10% - maturing July 31, 2003. . . . . . . . . . . . . . . . 26,039
________
Total unsecured debt . . . . . . . . . . . . . . . . . . . . $130,651
========
Virginia Natural
Gas Non-negotiable notes:
8.90% - maturing May 31, 1999 . . . . . . . . . . . . . . . . $ 33,318
6.20% - maturing September 30, 1998 . . . . . . . . . . . . . 40,100
________
Total unsecured debt . . . . . . . . . . . . . . . . . . . . $ 73,418
========
</TABLE>
<PAGE>
<TABLE>
ITEM 1 - SCHEDULE OF INVESTMENTS
________________________________
At December 31, 1994
(Thousands of Dollars)
<CAPTION>
Principal
Name of Issuer Title of Issue
Amount
_______________________________________________________________________________________________
______
<S> <C>
<C>
Hope Gas Non-negotiable notes:
9.5% - maturing serially November 30, 1996 to 2011 . . . . . $ 3,583
7.40% - maturing serially November 30, 2000 to 2015 . . . . . 5,000
8.95% - maturing serially September 30, 2009 to 2019 . . . . 3,000
6.20% - maturing September 30, 1998 . . . . . . . . . . . . . 8,400
6.10% - maturing July 31, 2003. . . . . . . . . . . . . . . . 6,419
6.80% - maturing November 30, 2013. . . . . . . . . . . . . . 12,097
_______
Total unsecured debt . . . . . . . . . . . . . . . . . . . . $38,499
=======
West Ohio Gas Non-negotiable notes:
9.5% - maturing serially November 30, 1996 to 2011 . . . . . $ 2,863
7.40% - maturing serially November 30, 2000 to 2015 . . . . . 5,000
6.10% - maturing July 31, 2003. . . . . . . . . . . . . . . . 1,625
6.80% - maturing November 30, 2013. . . . . . . . . . . . . . 901
8.75% - maturing December 30, 2014. . . . . . . . . . . . . . 2,250
_______
Total unsecured debt . . . . . . . . . . . . . . . . . . . . $12,639
=======
</TABLE>
<PAGE>
<TABLE>
ITEM 1 - SCHEDULE OF INVESTMENTS
________________________________
At December 31, 1994
(Thousands of Dollars)
<CAPTION>
Principal
Name of Issuer Title of Issue
Amount
_______________________________________________________________________________________________
__________
<S> <C>
<C>
CNG Producing Non-negotiable notes:
9.5% - maturing November 30, 1995 . . . . . . . . . . . . . . $ 4,326
9.5% - maturing January 31, 1997. . . . . . . . . . . . . . . 90,000
8.90% - maturing May 31, 1999. . . . . . . . . . . . . . . . . 35,000
8.95% - maturing serially September 30, 1999 to 2009 . . . . . 49,000
6.10% - maturing July 31, 2003 . . . . . . . . . . . . . . . . 71,075
6.80% - maturing November 30, 2013 . . . . . . . . . . . . . . 8,500
________
Total unsecured debt . . . . . . . . . . . . . . . . . . . . . $257,901
========
CNG Energy Non-negotiable notes:
9.5% - maturing serially November 30, 1996 to 2011. . . . . . $ 530
8.95% - maturing serially September 30, 2009 to 2019 . . . . . 4,000
7.40% - maturing serially November 30, 2000 to 2015. . . . . . 2,160
8.75% - maturing serially November 30, 1995 to 2014. . . . . . 7,140
________
Total unsecured debt . . . . . . . . . . . . . . . . . . . . . $ 13,830
========
CNG Storage Non-negotiable notes:
6.20% - maturing September 30, 1998 . . . . . . . . . . . . . $ 7,350
========
</TABLE>
<TABLE>
ITEM 4 - SCHEDULE OF ACQUISITIONS, REDEMPTIONS, OR RETIREMENTS OF SYSTEM
SECURITIES EXHIBIT F.(2)
Calendar Year 1994
(Thousands of Dollars)
<CAPTION>
________________________________________________________________________________
___________________________________________________
Number of
Number of Shares or
Shares or Principal
Principal Amount
Amount Redeemed or
Commission
Name of Issuer and Title of Issue Acquired Retired
Consideration Authorization
________________________________________________________________________________
___________________________________________________
<S> <C> <C> <C>
<C>
Registered Holding Company
Parent Company:
Common stock, par value $2.75 per share 2,974 shares $
122 Release No. 35-25294 (File No. 70-7838)
Common stock, par value $2.75 per share 3,167 shares
135 Release No. 35-25425 (File No. 70-7095)
______
________
Total Common stock 6,141 shares $
257
======
========
CNG Transmission Corporation:
Non-negotiable note
8.75% Non-negotiable note due 12/31/14 $ 27,000 $
27,000 Release No. 35-26072 (File No. 70-8415)
========
========
East Ohio Gas Company:
Non-negotiable note
6.80% Non-negotiable note due 11/30/13 $16,000
$16,000 Release No. 35-25841 (File No. 70-8195)
=======
=======
Peoples Natural Gas Company:
Non-negotiable notes
6.10% Non-negotiable note due 7/31/03 $26,039
$26,039 Release No. 35-25841 (File No. 70-8195)
6.80% Non-negotiable note due 11/30/13 $10,731
$10,731 Release No. 35-25841 (File No. 70-8195)
_______
_______
$36,770
$36,770
=======
=======
</TABLE>
<PAGE>
<TABLE>
ITEM 4 - SCHEDULE OF ACQUISITIONS, REDEMPTIONS, OR RETIREMENTS OF SYSTEM
SECURITIES (Continued)
Calendar Year 1994
(Thousands of Dollars)
<CAPTION>
________________________________________________________________________________
__________________________________________________
Number of
Number of Shares or
Shares or Principal
Principal Amount
Amount Redeemed or
Commission
Name of Issuer and Title of Issue Acquired Retired
Consideration Authorization
________________________________________________________________________________
__________________________________________________
<S> <C> <C> <C>
<C>
Hope Gas, Inc.:
Non-negotiable notes
6.10% Non-negotiable note due 7/31/03 $ 6,420 $
6,420 Release No. 35-26072 (File No. 70-8415)
6.80% Non-negotiable note due 11/30/13 $ 8,728 $
8,728 Release No. 35-25841 (File No. 70-8195)
6.80% Non-negotiable note due 11/30/13 $ 3,369 $
3,369 Release No. 35-25841 (File No. 70-8195)
_______
_______
$18,517
$18,517
=======
=======
West Ohio Gas Company:
Non-negotiable notes
6.10% Non-negotiable note due 7/31/03 $ 1,625 $
1,625 Release No. 35-25841 (File No. 70-8195)
6.80% Non-negotiable note due 11/30/13 $ 901 $
901 Release No. 35-25841 (File No. 70-8195)
8.75% Non-negotiable note due 12/31/14 $ 2,250 $
2,250 Release No. 35-26072 (File No. 70-8415)
_______
_______
$ 4,776 $
4,776
=======
=======
River Gas Company:
Non-negotiable note
6.80% Non-negotiable note due 11/30/13 $ 1,100 $
1,100 Release No. 35-25841 (File No. 70-8195)
=======
=======
CNG Energy Company:
Capital stock, par value $1,000 per share 11,250 shares
$11,250 Release No. 35-25651 (File No. 70-7909)
Capital stock, par value $1,000 per share 50 shares $
50 Release No. 35-25954 (File No. 70-7761)
Capital stock, par value $1,000 per share 10 shares $
10 Release No. 35-26148 (File No. 70-8447)
_______
_______
11,310
$11,310
=======
=======
Non-negotiable notes
8.75% Non-negotiable notes due
11/30/95 thru 11/30/14 $ 7,140 $
7,140 Release No. 35-25651 (File No. 70-7909)
=======
=======
</TABLE>
<PAGE>
<TABLE>
ITEM 4 - SCHEDULE OF ACQUISITIONS, REDEMPTIONS, OR RETIREMENTS OF SYSTEM
SECURITIES (Continued)
Calendar Year 1994
(Thousands of Dollars)
<CAPTION>
________________________________________________________________________________
__________________________________________________
Number of
Number of Shares or
Shares or Principal
Principal Amount
Amount Redeemed or
Commission
Name of Issuer and Title of Issue Acquired Retired
Consideration Authorization
________________________________________________________________________________
__________________________________________________
<S> <C> <C> <C>
<C>
Peoples Natural Gas Company:
Non-negotiable notes
8.05% Non-negotiable notes due
6/30/94 $ 1,020 $
1,020 Rule 42(b) (2) exemption
8.05% Non-negotiable notes due
10/31/94 $ 680 $
680 Rule 42(b) (2) exemption
8.35% Non-negotiable notes due
10/31/94 $ 550 $
550 Rule 42(b) (2) exemption
7.95% Non-negotiable notes due
11/30/94 thru 11/30/95 $ 660 $
660 Rule 42(b) (2) exemption
8.55% Non-negotiable notes due
6/30/94 thru 6/30/95 $ 1,440 $
1,440 Rule 42(b) (2) exemption
8.55% Non-negotiable notes due
11/30/94 thru 11/30/95 $ 1,260 $
1,260 Rule 42(b) (2) exemption
8 1/4% Non-negotiable notes due
4/30/94 thru 4/30/96 $ 1,428 $
1,428 Rule 42(b) (2) exemption
8 1/4% Non-negotiable notes due
9/30/94 thru 9/30/96 $ 896 $
896 Rule 42(b) (2) exemption
7.65% Non-negotiable notes due
4/30/94 thru 4/30/97 $ 2,464 $
2,464 Rule 42(b) (2) exemption
7 3/4% Non-negotiable notes due
5/31/94 thru 5/31/98 $ 4,104 $
4,104 Rule 42(b) (2) exemption
8 3/4% Non-negotiable notes due
2/28/94 thru 2/28/99 $ 3,520 $
3,520 Rule 42(b) (2) exemption
9.35% Non-negotiable notes due
6/30/94 thru 6/30/95 $ 813 $
813 Rule 42(b) (2) exemption
8 1/4% Non-negotiable notes due
5/31/94 thru 5/31/97 $ 1,060 $
1,060 Rule 42(b) (2) exemption
7.875% Non-negotiable notes due
3/31/94 thru 3/31/96 $ 7,500 $
7,500 Rule 42(b) (2) exemption
8 3/8% Non-negotiable notes due
3/31/94 thru 3/31/96 $ 9,375 $
9,375 Rule 42(b) (2) exemption
________
________
Total Non-negotiable notes $ 36,770 $
36,770
========
========
</TABLE>
<PAGE>
<TABLE>
ITEM 4 - SCHEDULE OF ACQUISITIONS, REDEMPTIONS, OR RETIREMENTS OF SYSTEM
SECURITIES (Continued)
Calendar Year 1994
(Thousands of Dollars)
<CAPTION>
________________________________________________________________________________
__________________________________________________
Number of
Number of Shares or
Shares or Principal
Principal Amount
Amount Redeemed or
Commission
Name of Issuer and Title of Issue Acquired Retired
Consideration Authorization
________________________________________________________________________________
__________________________________________________
<S> <C> <C> <C>
<C>
Hope Gas, Inc.:
Non-negotiable notes
8.05% Non-negotiable notes due
6/30/94 $ 359 $
359 Rule 42(b) (2) exemption
8.05% Non-negotiable notes due
10/31/94 $ 238 $
238 Rule 42(b) (2) exemption
8.35% Non-negotiable notes due
10/31/94 $ 76 $
76 Rule 42(b) (2) exemption
7.95% Non-negotiable notes due
11/30/94 thru 11/30/95 $ 92 $
92 Rule 42(b) (2) exemption
8.55% Non-negotiable notes due
6/30/94 thru 6/30/95 $ 649 $
649 Rule 42(b) (2) exemption
8.55% Non-negotiable notes due
11/30/94 thru 11/30/95 $ 568 $
568 Rule 42(b) (2) exemption
8 1/4% Non-negotiable notes due
4/30/94 thru 4/30/96 $ 629 $
629 Rule 42(b) (2) exemption
8 1/4% Non-negotiable notes due
9/30/94 thru 9/30/96 $ 393 $
393 Rule 42(b) (2) exemption
7.65% Non-negotiable notes due
4/30/94 thru 4/30/97 $ 766 $
766 Rule 42(b) (2) exemption
7 3/4% Non-negotiable notes due
5/31/94 thru 5/31/98 $ 556 $
556 Rule 42(b) (2) exemption
8 3/4% Non-negotiable notes due
2/28/94 thru 2/28/99 $ 663 $
663 Rule 42(b) (2) exemption
9.35% Non-negotiable notes due
6/30/94 thru 6/30/95 $ 87 $
87 Rule 42(b) (2) exemption
8.45% Non-negotiable notes due
8/31/94 thru 8/31/96 $ 457 $
457 Rule 42(b) (2) exemption
8 1/4% Non-negotiable notes due
5/31/94 thru 5/31/97 $ 147 $
147 Rule 42(b) (2) exemption
8 3/8% Non-negotiable notes due
3/31/94 thru 3/31/96 $ 4,108 $
4,108 Rule 42(b) (2) exemption
________
________
Total Non-negotiable notes $ 9,788 $
9,788
========
========
</TABLE>
<PAGE>
<TABLE>
ITEM 4 - SCHEDULE OF ACQUISITIONS, REDEMPTIONS, OR RETIREMENTS OF SYSTEM
SECURITIES (Continued)
Calendar Year 1994
(Thousands of Dollars)
<CAPTION>
________________________________________________________________________________
__________________________________________________
Number of
Number of Shares or
Shares or Principal
Principal Amount
Amount Redeemed or
Commission
Name of Issuer and Title of Issue Acquired Retired
Consideration Authorization
________________________________________________________________________________
__________________________________________________
<S> <C> <C> <C>
<C>
West Ohio Gas Company:
Non-negotiable notes
8.05% Non-negotiable notes due
6/30/94 $ 180 $
180 Rule 42(b) (2) exemption
8.05% Non-negotiable notes due
10/31/94 $ 120 $
120 Rule 42(b) (2) exemption
8.55% Non-negotiable notes due
6/30/94 thru 6/30/95 $ 242 $
242 Rule 42(b) (2) exemption
8.55% Non-negotiable notes due
11/30/94 thru 11/30/95 $ 226 $
226 Rule 42(b) (2) exemption
8 1/4% Non-negotiable notes due
4/30/94 thru 4/30/96 $ 193 $
193 Rule 42(b) (2) exemption
8 1/4% Non-negotiable notes due
9/30/94 thru 9/30/96 $ 115 $
115 Rule 42(b) (2) exemption
7.65% Non-negotiable notes due
4/30/94 thru 4/30/97 $ 272 $
272 Rule 42(b) (2) exemption
8 1/4% Non-negotiable notes due
5/31/94 thru 5/31/95 $ 240 $
240 Rule 42(b) (2) exemption
8 3/8% Non-negotiable notes due
3/31/94 thru 3/31/96 $ 938 $
938 Rule 42(b) (2) exemption
________
________
Total Non-negotiable notes $ 2,526 $
2,526
========
========
</TABLE>
<PAGE>
<TABLE>
ITEM 4 - SCHEDULE OF ACQUISITIONS, REDEMPTIONS, OR RETIREMENTS OF SYSTEM
SECURITIES (Concluded)
Calendar Year 1994
(Thousands of Dollars)
<CAPTION>
________________________________________________________________________________
__________________________________________________
Number of
Number of Shares or
Shares or Principal
Principal Amount
Amount Redeemed or
Commission
Name of Issuer and Title of Issue Acquired Retired
Consideration Authorization
________________________________________________________________________________
__________________________________________________
<S> <C> <C> <C>
<C>
CNG Producing Company:
Non-negotiable notes
9.5% Non-negotiable notes due
11/30/94 $ 4,326 $
4,326 Rule 42(b) (2) exemption
========
========
</TABLE>
<PAGE> 1
Consolidated Natural Gas Company Notice of Annual Meeting
CNG Tower and Proxy Statement
625 Liberty Avenue 1995
Pittsburgh, Pennsylvania 15222-3199 CNG
Consolidated Natural Gas Company
Gas Distribution
The East Ohio Gas Company
Cleveland, Ohio
The Peoples Natural Gas Company
Pittsburgh, Pennsylvania
Virginia Natural Gas, Inc.
Norfolk, Virginia
Hope Gas, Inc.
Clarksburg, West Virginia
West Ohio Gas Company
Lima, Ohio
Gas Transmission
CNG Transmission Corporation
Clarksburg, West Virginia
Exploration and Production
CNG Producing Company
New Orleans, Louisiana
Energy Services
CNG Energy Services Corporation
Pittsburgh, Pennsylvania
CNG Power Company
Pittsburgh, Pennsylvania
CNG
<PAGE> 2
CONSOLIDATED NATURAL GAS COMPANY
March 22, 1995
Dear Stockholder:
You are cordially invited to attend the 1995 Annual Meeting of Stockholders to
be held on Tuesday, May 16, 1995, at 9:00 a.m. Eastern Time at the Sheraton
Gateway Hotel, Atlanta Airport, 1900 Sullivan Road, College Park, Georgia
30337.
The business items to be acted on during the Meeting are listed in the Notice
of Meeting and are described more fully in the Proxy Statement. The Board of
Directors has given careful consideration to these proposals and believes that
Proposals 1 and 2 are in the best interests of the Company and that Proposal 3
is not in the best interests of the Company. The Board recommends that you
vote FOR Proposals 1 and 2 and AGAINST Proposal 3.
It is important that you be represented at the Annual Meeting in person or by
proxy. Whether or not you plan to attend, we urge you to mark, sign, date and
return the enclosed proxy card promptly in the postage paid envelope provided.
If you plan to attend, please check the appropriate box on the proxy card.
Thank you for your cooperation.
Sincerely,
GEORGE A. DAVIDSON, JR.
George A. Davidson, Jr.
Chairman of the Board and
Chief Executive Officer
<PAGE> 3
CONSOLIDATED NATURAL GAS COMPANY
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Consolidated Natural Gas Company will be held on Tuesday,
May 16, 1995, at 9:00 a.m. Eastern Time at the Sheraton Gateway Hotel, Atlanta
Airport, 1900 Sullivan Road, College Park, Georgia 30337. Stockholders of
record at the close of business on March 22, 1995, will be entitled to vote at
the Meeting and any adjournment thereof.
The agenda for the Meeting includes:
1. Election of four Directors.
2. Ratification of the appointment of Price Waterhouse as independent
accountants.
3. Action on a stockholder-proposed resolution.
4. Transaction of any other business which may properly be brought
before the Meeting.
In the event you cannot be present in person, please sign and promptly return
the enclosed proxy card in the accompanying postage paid envelope so that your
shares will be represented at the Meeting. Prompt return of proxies will save
the Company the expense of further requests for proxies to insure a quorum.
By order of the Board of Directors,
LAURA J. MCKEOWN
Laura J. McKeown
Secretary
Pittsburgh, Pennsylvania
March 22, 1995
ATTENTION: Stockholders Participating in the Dividend Reinvestment Plan
The accompanying proxy card reflects the total shares of Common Stock
registered in your name directly, as well as any full shares credited to your
Dividend Reinvestment Plan account.
<PAGE> 4
CONSOLIDATED NATURAL GAS COMPANY
PROXY STATEMENT
This statement and proxy card, mailed to stockholders commencing March 31,
1995, are furnished in connection with the solicitation by the Board of
Directors of Consolidated Natural Gas Company of proxies to be voted at the
Annual Meeting of Stockholders, and any adjournment thereof, for the purposes
stated in the Notice of the Annual Meeting. Any stockholder who cannot attend
is requested to sign and return the accompanying proxy card promptly. The
proxy reflects the number of shares registered in a stockholder's name directly
and, for participants in the Company's Dividend Reinvestment Plan, includes
full shares credited to a participant's Dividend Reinvestment Plan account.
Proxies so given will be voted on all matters brought before the Meeting and,
as to the matters with respect to which a choice is specified, will be voted as
directed. The cost of solicitation will be paid by the Company. In addition
to the use of the mails, proxies may be solicited personally, or by telephone
or telecopy, by employees of the Company and its subsidiaries with no special
compensation to these employees. Kissel-Blake Inc., 25 Broadway, New York, New
York 10004, has been retained to assist in the solicitation of proxies at an
estimated cost of $10,000. The Company will reimburse brokerage houses and
other custodians, nominees and fiduciaries for expenses incurred in sending
proxy material to their principals.
Any proxy given pursuant to this solicitation may be revoked at any time
prior to exercise by written notice to the Corporate Secretary, by filing a
later dated executed proxy, or by attending and voting at the Annual Meeting.
The address of the principal executive offices of the Company is Consolidated
Natural Gas Company, CNG Tower, 625 Liberty Avenue, Pittsburgh, Pennsylvania
15222-3199.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF. Holders of Common Stock,
$2.75 par value, of record on March 22, 1995, have one vote for each share
held. On March 13, 1995, 93,067,185 shares of Common Stock were outstanding.
A majority of the outstanding shares will constitute a quorum at the meeting.
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum for the transaction of business. Abstentions
are counted in tabulations of the votes cast on proposals presented to
stockholders. Broker non-votes are not counted for purposes of determining
whether a proposal has been approved.
The following table indicates the beneficial ownership, as of January 31,
1995, of the Company's Common Stock with respect to the only person known to
the Company to be the beneficial owner of more than 5% of such Common Stock.
On January 31, 1995, 93,029,650 shares of Common Stock were outstanding.
<PAGE> 5
Amount and Nature Percent
Name and Address of of Beneficial of Outstanding
Beneficial Owner Ownership Common Stock
_________________________________________________________________________
Trustees, Alternate Thrift Trust of
Employees Thrift Plans
CNG Tower, 625 Liberty Avenue
Pittsburgh, PA 15222-3199 11,788,835(1) 12.7%
____________________
(1) Such shares are beneficially owned in varying amounts by 7,194 employees,
no one of whom beneficially owned in excess of 14,000 shares in the Plans,
or 2/100ths of 1% of the shares outstanding. Such shares are voted pursuant
to confidential instructions of participating employees and in the absence
of instructions such shares are not voted. A Registration Statement
relating to various investment options available to participants in the
Plans has been made effective under the Securities Act of 1933 and is on
file with the Securities and Exchange Commission (SEC).
_________________________________________________________________________
The Board of Directors does not know of any other persons or groups who
beneficially own 5% or more of the outstanding shares of Common Stock.
ANNUAL REPORT. Commencing on or about March 15, 1995, the Company's Annual
Report for the year ended December 31, 1994, including financial statements,
was mailed to stockholders of record on March 1, 1995, and will be mailed to
any additional persons who were not stockholders on that date but are
stockholders of record on March 22, 1995. The Company will provide a copy of
the Annual Report to any stockholder of record after March 22, 1995, upon
request in writing to the Corporate Secretary, Consolidated Natural Gas
Company, CNG Tower, 625 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3199.
<PAGE> 6
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors consists of twelve members divided into three classes.
Each class has a three-year term, and only one class is elected each year.
There are no family relationships among any of the nominees, Continuing
Directors and Executive Officers of the Company nor any arrangement or
understanding between any Director or Executive Officer or any other person
pursuant to which any of the nominees has been nominated.
During 1994, each of the members of the Board of Directors attended more than
75% of the aggregate of the Board meetings and meetings held by all committees
of the Board on which the Director served during the periods that the Director
served.
On recommendation of the Nominating Committee of the Board of Directors, four
incumbent Class II Directors have been designated nominees for reelection; each
has consented to be a nominee and to serve if elected. The remaining Directors
will continue to serve in accordance with their previous elections. Professor
Levitt, having reached the mandatory retirement age, will retire on the date of
the Annual Meeting, at which time the size of the Board shall be decreased from
twelve to eleven members. The names and other information concerning the four
persons nominated for a term of three years and the seven continuing Board
members are set forth by Class on pages 7 through 12 of this Proxy Statement.
The personal information has been furnished to the Company by the nominees and
other Directors. Unless you specify otherwise on your signed proxy card, your
shares will be voted FOR the election of the four persons named below to
three-year terms as Directors. In the event of an unexpected vacancy on the
slate of nominees, your shares will be voted for the election of a substitute
nominee if one shall be designated by the Board. If any nominee for election as
Director is unable to serve, which the Board of Directors does not anticipate,
the persons named in the proxy may vote for another person in accordance with
their judgment.
VOTE NEEDED FOR ELECTION OF DIRECTORS
Directors are elected by a plurality of the votes of the shares of Common Stock
present in person or represented by proxy and entitled to vote at the Annual
Meeting. Any shares not voted (whether by abstention, broker non-vote or votes
withheld) are not counted as votes cast for such individuals and will be
excluded from the vote.
BOARD RECOMMENDATION
The Board recommends that stockholders vote FOR Proposal 1, and the accompanying
proxy will be so voted, unless a contrary specification is made.
<PAGE> 7
DIRECTORS NOMINATED FOR ELECTION TO THE BOARD WITH A TERM EXPIRING MAY 1998
(photo J. W. CONNOLLY Chair: Financial Policy
omitted) Age 61 Committee
Director since 1984 Member: Compensation and
Benefits Committee
Executive Committee
Nominating Committee
Mr. Connolly served as Senior Vice President and Director of H. J.
Heinz Company, Pittsburgh, Pennsylvania, a processed food products
manufacturer, from 1985 to his retirement in December 1993. He
served as President and Chief Executive
Officer of Heinz U.S.A., a division of the H. J. Heinz Company, from 1980 to
1985, and served as Executive Vice President of that company from 1979 to 1980.
He was President and Chief Executive Officer of The Hubinger Company, a Heinz
Company subsidiary, from 1976 to 1979, Treasurer of H. J. Heinz Company from
1973 to 1976, and a Vice President of Ore-Ida Foods, Inc., a Heinz Company
subsidiary, from 1967 to 1973. An attorney by profession, Mr. Connolly joined
the Law Department of the H. J. Heinz Company in 1961. He is a Director of
Mellon Bank Corporation, Mellon Bank, N.A., Presbyterian-University Health
System and the University of Pittsburgh Medical Center System. He is also a
Trustee of the University of Pittsburgh.
(photo GEORGE A. DAVIDSON, JR. Chair: Executive Committee
omitted) Age 56 Member: Financial Policy
Director since 1985 Committee
Nominating Committee
Mr. Davidson has served as Chairman of the Board and Chief Executive
Officer of the Company since May 1987, and has been employed by the
Consolidated System since 1966. He served as Vice Chairman and Chief
Operating Officer of the Company from
January 1987 to May 1987, and Vice Chairman from October 1985 to January 1987.
He served as President of CNG Transmission Corporation (1) from 1984 through
1985. He had been Vice President, System Gas Operations, for Consolidated
Natural Gas Service Company, Inc.,(1) from 1981 to 1984, and was Assistant Vice
President, Rates and Certificates, of that company from 1975 to 1981.
Mr. Davidson held various other positions in the Rates and Certificates
Department from 1966 to 1975. Mr. Davidson serves on the National Petroleum
Council and the Allegheny Conference on Community Development. He is a Director
of the American Gas Association, PNC Bank Corp. and B. F. Goodrich Company. He
is also a Trustee of the University of Pittsburgh.
(1) Wholly owned subsidiary of the Company.
<PAGE> 8
DIRECTORS NOMINATED FOR ELECTION TO THE BOARD WITH A TERM EXPIRING MAY 1998
(photo LESTER D. JOHNSON
omitted) Age 63
Director since 1992
Mr. Johnson has served as Vice Chairman and Chief Financial Officer
of the Company since January 1995 and Director since May 1992, and
has been employed by the Consolidated System since 1955. He served
as Executive Vice President and Chief
Financial Officer of the Company from March 1992 to December 1994, Senior Vice
President and Chief Financial Officer from 1986 to 1992, and Vice President and
Chief Financial Officer from 1984 to 1986. He had been Vice President and
Treasurer from 1982 to 1984, Treasurer from 1979 to 1982 and Assistant Treasurer
from 1970 to 1979. He joined The Peoples Natural Gas Company(1) in 1955 and
held a succession of financial posts. He is a member of the Finance Committee
of the American Gas Association.
(photo RICHARD P. SIMMONS Chair: Audit Committee
omitted) Age 63 Member: Ethics Committee
Director since 1990 Executive Committee
Nominating Committee
Mr. Simmons has served as Chairman and Chairman of the Executive
Committee of Allegheny Ludlum Corporation, Pittsburgh, Pennsylvania,
a specialty steel manufacturer, since 1990. He served as Chairman
and Chief Executive
Officer from 1980 to 1990, and as a Director of that company since 1980. He had
been a Director of Allegheny Ludlum Industries from 1973 to 1980 and a member of
the Executive Office of that company from 1978 to 1980. Mr. Simmons is a
Director of PNC Bank Corp. He is a member of the Massachusetts Institute of
Technology Corporation and Development Committee, Director and Chairman of the
Pittsburgh Symphony Society, President and a member of the Executive Committee
of the Allegheny Conference on Community Development and a member of the
Executive Committee and Director of the Southwestern Pennsylvania United Way.
(1) Wholly owned subsidiary of the Company.
<PAGE> 9
CONTINUING DIRECTORS WITH A TERM EXPIRING MAY 1996
(photo PAUL E. LEGO Member: Compensation and
omitted) Age 64 Benefits Committee
Director since 1991 Executive Committee
Financial Policy
Committee
Nominating Committee
Mr. Lego served as Chairman and Chief Executive Officer of
Westinghouse Electric Corporation, an electronic products and
services, environmental systems, equipment and broadcasting company,
Pittsburgh, Pennsylvania, from 1990 to his
retirement in January 1993. He served that company as President and Chief
Operating Officer from 1988 to 1990 and as a Director from 1988 to 1993. He had
been Senior Executive Vice President, Corporate Resources from 1985 to 1988,
Executive Vice President, Westinghouse Industries & International Group from
1983 to 1985 and Executive Vice President, Westinghouse Industry Products from
1980 to 1983. Prior thereto, he served in various engineering and management
capacities with Westinghouse since 1956. Mr. Lego is the non-executive Chairman
of the Board of Commonwealth Aluminum Corporation and a Director of the Lincoln
Electric Company and USX Corporation. He is a member of the Business Council
and a Trustee of the University of Pittsburgh.
(photo MARGARET A. MCKENNA Member: Compensation and
omitted) Age 49 Benefits Committee
Director since 1994 Ethics Committee
Nominating Committee
Ms. McKenna has served as President of Lesley College, Cambridge,
Massachusetts, since 1985. She served as Vice President, Program
Planning, Radcliffe College from 1982 to 1985 and as Director of its
Bunting Institute from 1981 to
1985. Prior thereto, she has served as Deputy Under Secretary of the U.S.
Department of Education, Deputy Counsel to the President of the United States,
and in posts with the International Association of Human Rights agencies and
U.S. Department of Justice. Ms. McKenna is a Director of Best Products and The
Stride Rite Corporation.
<PAGE> 10
CONTINUING DIRECTORS WITH A TERM EXPIRING MAY 1996
(photo WALTER R. PEIRSON Member: Audit Committee
omitted) Age 68 Financial Policy
Director since 1989 Committee
Nominating Committee
Mr. Peirson served as a Director of Amoco Corporation, Chicago,
Illinois, an integrated oil company and producer of natural gas,
from 1976 to 1989, and as an Executive Vice President of that company
from 1978 until his retirement in
1989. Mr. Peirson served as President of Amoco Oil Company from 1974 to 1978,
Executive Vice President from 1971 to 1974 and Vice President-Marketing of that
company from 1968 to 1971. He was President of Toloma Gas Products Co.,
subsidiary of Standard Oil Company (Indiana), from 1964 to 1968. He served as
President of General Gas Corporation from 1962 to 1964 and Executive Vice
President of that company from 1961 to 1962. He was an attorney at Standard Oil
Company of Indiana from 1955 to 1961. He is a Director of American National
Bank & Trust Company of Chicago, American National Corporation and the Federal
Signal Corporation. He is also a Trustee of the Museum of Science and Industry
in Chicago, Illinois.
CONTINUING DIRECTORS WITH A TERM EXPIRING MAY 1997
(photo WILLIAM S. BARRACK, JR. Member: Audit Committee
omitted) Age 65 Ethics Committee
Director since 1994 Nominating Committee
Mr. Barrack served as Senior Vice President of Texaco Inc., Harrison,
New York, an integrated oil company and a producer of natural gas,
from 1983 to his retirement in 1992. He served as a Senior Director
of Caltex Petroleum Corporation
from 1982 to 1992, President of Texaco Oil Trading & Supply Company from 1983 to
1984, Chairman and Chief Executive Officer of Texaco Limited-London from 1980 to
1983. Prior thereto, he served in various marketing, producing and management
positions with Texaco Inc. since 1953. Mr. Barrack is a Director of Standard
Commercial Corporation and the International Executive Services Corp.
<PAGE> 11
CONTINUING DIRECTORS WITH A TERM EXPIRING MAY 1997
(photo RAY J. GROVES Member: Audit Committee
omitted) Age 59 Financial Policy
Director since 1994 Committee
Nominating Committee
Mr. Groves served as Chairman and Chief Executive Officer of Ernst &
Young, New York, New York, a public accounting firm from 1991 to his
retirement in 1994. He served as Co-Chief Executive Officer of the
firm from 1989 to 1991 and served as
Chairman and Chief Executive Officer of Ernst & Whinney from 1977 to 1989.
Mr. Groves was admitted as a Partner in the firm in 1966, having joined the firm
in 1957. Mr. Groves is a Director of Marsh & McLennan Companies, Inc., and
serves as a Trustee of The Business Council for the United Nations and as a
Managing Director and Treasurer of the Metropolitan Opera Association.
(photo STEVEN A. MINTER Chair: Compensation and
omitted) Age 56 Benefits Committee
Director since 1988 Member: Ethics Committee
Nominating Committee
Mr. Minter has been the Executive Director and President of The
Cleveland Foundation, Cleveland, Ohio, since 1984, an organization
supporting health, human services, cultural and educational programs
in the greater Cleveland area. He had
been Associate Director and Program Officer of The Cleveland Foundation from
1975 to 1980 and from 1981 to 1983. He served as Under Secretary of the U.S.
Department of Education, Washington, D.C., from 1980 to 1981. He was the
Commissioner of Public Welfare for the Commonwealth of Massachusetts from 1970
to 1975. Mr. Minter is a Director of Goodyear Tire & Rubber Company,
Rubbermaid Inc. and KeyCorp. He is also a Trustee of the College of Wooster and
of The Foundation Center.
<PAGE> 12
CONTINUING DIRECTORS WITH A TERM EXPIRING MAY 1997
(photo LOIS WYSE Chair: Ethics Committee
omitted) Age 68 Member: Compensation and
Director since 1978 Benefits Committee
Nominating Committee
Ms. Wyse has been President of Wyse Advertising, Inc., a
Cleveland-based advertising agency with offices in New York, New
York, since February 1979, and prior thereto had been an Executive
Vice President of the same firm since 1970. She is
a Contributing Editor of Good Housekeeping magazine, a syndicated columnist for
United Features Syndicate, and a widely published author. She is a Trustee of
Beth Israel Medical Center.
DIRECTOR RETIRING IN MAY 1995
(photo THEODORE LEVITT Chair: Nominating Committee
omitted) Age 70 Member: Audit Committee
Director since 1982 Financial Policy
Committee
Professor Levitt is the Edward W. Carter Professor of Business
Administration, Emeritus, Harvard University Graduate School of
Business Administration in Boston, Massachusetts. He served as
Editor of the Harvard Business
Review from September 1985 to December 1989, and became a member of the faculty
of the Graduate School of Business Administration, Harvard University in 1959,
serving as head of its marketing area for six years. He was a full-time
economic and marketing consultant to Standard Oil Company (Indiana) from 1955 to
1959, has been consultant to senior management of a large variety of major
corporations and industries, and has authored numerous books on marketing theory
and practice. He is a Director of Landmark Graphics Corporation, Melville
Corporation, Sanford C. Bernstein Fund, Inc., Saatchi & Saatchi Company PLC and
The Stride Rite Corporation.
<PAGE> 13
THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES THEREOF
BOARD OF DIRECTORS
The Company is managed under the direction of the Board of Directors, which met
eight times in 1994. To assist it in various areas of responsibility, the
Board has established several standing committees that are briefly described
below.
AUDIT COMMITTEE
The Audit Committee is composed of five non-employee Directors. Among its
functions are: reviewing the scope and effectiveness of audits by the
independent accountants and the Company's internal auditing staff; selecting
and recommending to the Board of Directors the employment of independent
accountants, subject to ratification by the stockholders; receiving and acting
on comments and suggestions by the independent accountants and by the internal
auditors with respect to their audit activities; approving fees charged by the
independent accountants; and reviewing the Company's annual financial
statements before their release.
The Committee met four times in 1994.
COMPENSATION AND BENEFITS COMMITTEE
The Compensation and Benefits Committee is composed of five non-employee
Directors. The Committee approves the salary budgets for all non-union
employees and fixes the salaries of the Officers and other personnel on the
executive payroll of the Company and its subsidiaries.
The Committee also has general supervision over the administration of all
non-union employee pension, compensation and benefit plans of the Company and
its subsidiaries; reviews proposals with respect to the creation of and changes
in such plans; and makes appropriate recommendations with respect thereto to
the Board of Directors. The Committee met four times in 1994.
ETHICS COMMITTEE
The Ethics Committee consists of five non-employee Directors. Its function is
to review and act on all situations subject to the provisions and procedures of
the Company's Business Ethics Policy and to monitor the Company's environmental
compliance activities. The Committee met four times in 1994.
FINANCIAL POLICY COMMITTEE
The Financial Policy Committee consists of five non-employee Directors and the
Chairman of the Board. Its function is to oversee the short-term and long-term
financial activities and planning of the Company including dividend actions.
The Committee met three times in 1994.
<PAGE> 14
NOMINATING COMMITTEE
The Nominating Committee currently consists of ten non-employee Directors and
the Chairman of the Board. It reviews the qualifications of Director
candidates on the basis of recognized achievements and their ability to bring
skills and experience to the deliberations of the Board. It also recommends
qualified candidates to the Board, including the slate of nominees submitted to
the stockholders at the Annual Meeting; reviews the size and composition of the
Board; and monitors the Company's management succession program. The Committee
met five times in 1994.
Stockholders who wish to propose candidates to the Nominating Committee for
election to the Board at the 1996 Annual Meeting should write to the Corporate
Secretary, Consolidated Natural Gas Company, CNG Tower, 625 Liberty Avenue,
Pittsburgh, Pennsylvania 15222-3199, between March 21, 1996 and April 19, 1996,
stating in detail the qualifications of such candidates for consideration by
the Committee. Any such recommendation should be accompanied by a written
statement from the candidate of his or her consent to be considered as a
candidate and, if nominated and elected, to serve as a Director.
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
The following table lists the beneficial ownership, as of January 31, 1995, of
the Company's Common Stock by each current Director, named executive and all
current Directors and Officers as a group.
Number of Number of
Shares Shares Under Percent of
Name of Beneficially Exercisable Outstanding
Beneficial Owner Owned(1) Options(2) Common Stock
________________________________________________________________________
W. S. Barrack, Jr. 500 .001
J. W. Connolly 800 .001
G. A. Davidson, Jr. 42,919 54,715 .105
R. R. Gifford 16,115 16,314 .035
R. J. Groves 1,000 .001
D. P. Hunt 16,261 21,528 .041
L. D. Johnson 17,024 21,954 .042
P. E. Lego 600 .001
T. Levitt 900 .001
M. A. McKenna 100 -(3)
<PAGE> 15
Number of Number of
Shares Shares Under Percent of
Name of Beneficially Exercisable Outstanding
Beneficial Owner Owned(1) Options(2) Common Stock
________________________________________________________________________
S. A. Minter 930 .001
W. R. Peirson 2,100 .002
R. P. Simmons 1,100 .001
L. J. Timms, Jr. 21,088 18,762 .043
L. Wyse 500 .001
Directors and Officers of the
Company as a group
(21 persons) 161,436 171,046 .357
____________
(1) Includes shares owned by spouses and, in the case of employees, shares
beneficially owned under the Alternate Thrift Trust of the Employees Thrift
Plans and the Employee Stock Ownership Plan. Unless otherwise noted, the
Directors and Officers have sole voting and investment power.
(2) Includes shares subject to options exercisable on January 31, 1995,
and options which will become exercisable within 60 days thereafter.
(3) Less than .001% of outstanding shares.
________________________________________________________________________
<PAGE> 16
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the compensation of the named Executive Officers
for the last three completed fiscal years of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
___________________________ ___________________
Other All
Annual Restricted Shares Other
Compen- Stock Under- Compen-
Name and Bonus sation Award(s) lying sation
Principal Position Year Salary (1) (2) (3) Options
(4)
____________________ ____ ________ ________ ________ __________ _______
________
<S> <C> <C> <C> <C> <C> <C>
<C>
G. A. Davidson, Jr. 1994 $564,400 $ 0 $ 9,119 29,607
$42,617
(Chairman and 1993 511,100 280,400 3,012 27,310
38,654
Chief Executive 1992 483,400 219,103 3,000 35,013
36,364
Officer, Director)
R. R. Gifford 1994 221,100 0 3,958 5,891
22,394
(President, CNG 1993 187,600 96,600 312 5,434
19,082
Energy Services) 1992 176,100 87,573 334 6,966
15,196
D. P. Hunt 1994 266,200 0 3,497 10,226
26,908
(President, 1993 229,600 129,200 8,385 9,566
20,703
CNG Producing) 1992 216,000 61,819 10,889 8,430
16,414
L. D. Johnson 1994 307,100 0 5,051 11,622
30,994
(Vice Chairman, 1993 273,700 156,000 793 15,790
27,687
Chief Financial 1992 255,400 165,755 762 12,262
25,495
Officer, Director)
L. J. Timms, Jr. 1994 266,200 0 5,952 10,226
26,908
(President, CNG 1993 232,800 137,000 708 9,566
18,796
Transmission) 1992 219,300 114,967 866 12,262
16,620
____________________
</TABLE>
(1) Amounts shown for 1992 bonus include cash bonus and 1992 restricted stock
bonus priced at $47.00 per share (closing price on March 15, 1993, the grant
date). The restrictions on the stock lapsed six months after the grant date.
The 1993 bonus was paid entirely in cash.
(2) Includes only tax reimbursements. No amounts are included in this column
for the Executive Split Dollar Life Insurance Plan because the executives'
contributions to this plan are greater than or equal to the term life
insurance costs that apply to the underlying life insurance policies. No
amounts are included for perquisites or
<PAGE> 17
personal benefits because, for each Executive Officer, the aggregate amount of
such compensation was less than $50,000 and less than 10% of that executive's
base salary and bonus.
(3) Restricted Stock Award Grants are reported at aggregate market value at
the date of grant. Restrictions on the awards lapse in 25% increments,
beginning with the first anniversary and on each of the next three
anniversaries of the grant date. Dividends are paid on the shares from the
date of grant. Restricted Stock Award Grants are based on the individual's
level of performance and responsibility. At December 31, 1994, the number of
restricted stock holdings for each of the named Executive Officers was: Mr.
Davidson, 7,866; Mr. Gifford, 2,476; Mr. Hunt, 2,862; Mr. Johnson, 2,729; and
Mr. Timms, 2,624. The aggregate values of such holdings at December 31,
1994, at the year-end closing price of $35.50 per share, for each of the
named Executive Officers was: Mr. Davidson, $332,581; Mr. Gifford, $114,511;
Mr. Hunt, $121,049; Mr. Johnson, $115,470; and Mr. Timms, $111,388.
(4) Comprised of annual employer matching thrift plan contributions and ESOP
allocations.
The following table contains information concerning the grant of stock options
under the Company's 1991 Stock Incentive Plan to the named Executive Officers
as of the end of the last fiscal year of the Company. No SARs (stock
appreciation rights) have been granted.
<PAGE> 18
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
__________________________________
% of
Number Total Potential
of Options Realizable Value at
Shares Granted Exercise Assumed Annual
Under- to Em- or Rates of Stock
lying ployees Base Price Appreciation
Options in Price Expir- for Option Term (2)
Granted Fiscal Per ation ____________________________________
Name (1) Yr. Share Date 0% 5%
10%
___________________ _______ _______ _______ ______ ___ ______________
______________
<S> <C> <C> <C> <C> <C> <C> <C>
G. A. Davidson, Jr. 29,607 4.55% $44.125 2004 0 $ 821,594 $
2,082,079
R. R. Gifford 5,891 .91 44.125 2004 0 163,475
414,278
D. P. Hunt 10,226 1.57 44.125 2004 0 283,771
719,132
L. D. Johnson 11,622 1.79 44.125 2004 0 322,510
817,304
L. J. Timms, Jr. 10,226 1.57 44.125 2004 0 283,771
719,132
_________________________________________________________________________________
________
All Shareholders N/A N/A N/A N/A 0 $2,581,570,500
$6,542,206,506
_________________________________________________________________________________
________
All Optionees 650,493 100.00 $34.750- 2004 0 $ 18,051,165 $
45,745,196
$45.125
_________________________________________________________________________________
________
Optionee Gain as
% of All
Shareholder Gain N/A N/A N/A N/A N/A .7%
.7%
_________________________________________________________________________________
________
</TABLE>
(1) All material terms of the Non-Qualified Stock Options granted in 1994 are
as follows: Non-Qualified Stock Options are granted at the fair market value
of a share on the date of grant of the option. The option expires on the
tenth anniversary of the grant date and is exercisable in installments of up
to 25% of the shares on or after the second, third, fourth and fifth
anniversaries of the grant. If the employee retires from CNG, his or her
options expire the earlier of the option expiration date or three years after
he or she retires. If an employee otherwise leaves CNG, his or her options
expire the earlier of the option expiration date or three months after he or
she ceases to be employed by CNG. Subject to the vesting schedule, options
are exercisable from time to time up to the expiration date. Non-Qualified
Stock Option Award grants are based on the individual's level of performance
and responsibility.
<PAGE> 19
(2) Based on actual option term (10-year) and annual compounding at rates
shown. The dollar amounts under these columns are the result of calculations
at 0% and at the 5% and 10% rates set by the Securities and Exchange
Commission and therefore are not intended to forecast possible future
appreciation, if any, of the Company's stock price. No gain to the optionees
is possible without stock price appreciation, which will benefit all
shareholders commensurately. A 0% gain in stock price appreciation will
result in 0 dollars for the optionees. The Company did not use an
alternative formula for a grant date valuation, as the Company is not aware
of any formula which will determine with reasonable accuracy a present value
based on future unknown or volatile factors.
________________________________________________________________________
The following table sets forth information with respect to the named Executive
Officers concerning the exercise of options during the last fiscal year of the
Company and unexercised options held as of the end of the fiscal year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND DECEMBER 31, 1994, YEAR-END OPTION VALUES
Number of Value of
Shares Underlying Unexercised,
Unexercised Options In-the-Money Options
Held at Year-End at Year-End (2)
Shares ___________________ ____________________
Acquired Value
On Realized Exercis- Unexercis- Exercis- Unexercis-
Name Exercise (1) able able able able
___________________ ________ ________ ________ __________ ________ __________
G. A. Davidson, Jr. 0 $ 0 29,165 99,843 $6,565 $19,694
R. R. Gifford 0 0 11,095 19,999 2,123 3,918
D. P. Hunt 0 0 13,665 31,823 1,581 4,742
L. D. Johnson 0 0 11,139 42,755 2,300 6,897
L. J. Timms, Jr. 0 0 9,948 34,690 2,300 6,897
__________________
(1) Market value of underlying shares at time of exercise minus the exercise
price.
(2) Market value of underlying shares at year-end market price of $35.50 per
share minus the exercise price.
<PAGE> 20
LONG-TERM INCENTIVE PLAN AWARDS IN THE LAST FISCAL YEAR
No Restricted Stock Awards were made to the named executives under the
Long-Term Incentive Plan in 1994.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AGREEMENTS
Messrs. Davidson, Gifford, Hunt, Johnson and Timms entered into agreements with
the Company dated November 14, 1989, that have provisions which become
operative upon a defined change of control of the Company. Such agreements
preserve for three years following a change of control the annual salary levels
and employee benefits as are then in effect for these executives and provide
that, in the event of certain terminations of employment, these executives
shall receive severance payments equal to 2.99 times their respective annual
compensation prior to severance.
COMPENSATION AND BENEFITS COMMITTEE REPORT
The Company's executive compensation programs are administered by the
Compensation and Benefits Committee of the Board of Directors (the
"Committee"), which is composed of five non-employee Directors. The Committee
reviews and approves all issues pertaining to executive compensation. Total
compensation is designed in relationship to compensation paid by competitor
organizations. Base salary and long-term incentive compensation are targeted
to median market levels and short-term incentive compensation is goal-based and
structured to be comparable to that paid by competitor organizations. The
objective of the Company's three compensation programs (base salary, short-term
incentive and long-term incentive) is to provide a total compensation package
that will enable the Company to attract, motivate and retain outstanding
individuals and align their success with that of the Company's shareholders.
Competitor organizations are defined annually as part of the compensation
administration process and include fully integrated natural gas companies as
well as broader industry comparatives, e.g., comparably-sized general
industrial companies and, where appropriate, specific energy companies.
The level of base salary paid to executives for 1994 was determined on the
basis of performance and experience. The Company measures or identifies its
base salary structure by range midpoints in comparison to base salaries offered
by competitors. Salary levels are targeted to, and in 1994, correspond to the
median range of compensation paid by competitor organizations. These are not
the same companies that comprise the American Gas Association Diversified Gas
Index shown on the shareholder return performance presentation. The specific
competitive marketplace which the Company and its subsidiaries use in base
salary analysis is determined based on the nature and level of the positions
being analyzed and the labor markets from which individuals would be recruited.
The Committee also considered the competitiveness of the entire compensation
package in its determination of salary levels.
<PAGE> 21
Short-term incentive compensation plans are used at both corporate and
subsidiary levels. The appropriateness of applying an incentive compensation
arrangement to any given position is determined based on the nature of the
position, its potential for contribution and the then-current competitive
environment. Short-term incentive opportunity is structured so that awards are
competitive at a level commensurate with the performance level achieved by the
employee with consideration for the employee's level of responsibility. The
short-term incentive plan has threshold, target and maximum bonus levels for
the various executive levels based on competitive data. For the named
Executive Officers, the threshold bonus level is 18% to 20% of base pay, the
target bonus level is 45% to 50% of base pay, and the maximum bonus level is
63% to 70% of base pay. At the corporate level, the primary form of short-term
incentive compensation is a cash or stock bonus pool arrangement, for which all
employees on the Company's System executive payroll are eligible. The bonus
pool is established as a percentage of corporate net income based on a weighted
differential between established goals and actual performance; the pool is
then, in turn, allocated to individual participants based on the achievement of
their individual and respective company goals. At 85% of goal achievement, the
threshold bonus pool is created; at 100% of goal, the target bonus pool is
achieved; at 115% or greater of goal achievement, the maximum bonus pool is
achieved. At less than the threshold level, there is no bonus pool. The
performance measures (weighted as indicated) are based on the Company's fixed
charge coverage ratio (20%), return on equity (40%), net income (20%) and cash
flow (20%), with performance goals established based on the Company's annual
long-range forecast, actual prior year performance and business plan reviews.
Performance targets are set to meet or exceed the performance of peer
companies. For the last fiscal year, the overall goal achievement was 84.0%
with return on equity achieving 83.5% of goal, fixed charge coverage ratio
achieving 95.4% of goal, net income achieving 89.8% of goal, and cash flow
achieving 67.3% of goal. Based on 1994 performance, no bonus pool was
established.
Long-term incentive compensation plans are limited to only those employees who
are in positions which can affect the long-term success of the Company,
including both the establishment and execution of the Company's business
strategies. The 1991 Stock Incentive Plan is the principal method for
long-term incentive compensation, and compensation thereunder principally takes
the form of Non-Qualified Stock Option grants and Restricted Stock Awards. The
purposes of long-term incentive compensation are to: (i) focus key executives'
efforts on performance which will increase the value of the Company to its
shareholders; (ii) align the interests of management with those of the
shareholders; (iii) provide a competitive long-term incentive and capital
accumulation opportunity; and (iv) provide a retention incentive for selected
key executives. Performance criteria used in long-term incentives are tied
directly to the individual participant's performance over time and his or her
impact on increasing the economic performance of the Company. Previous awards
of options or retricted stock are not considered in the determination of an
award. Executive performance against stated position responsibilities and
goals is evaluated annually. Such performance rating is used with the level of
responsibility in determining the amount of the award. At expected levels of
performance, the long-term incentive award is structured at the median range;
at levels of performance that exceed expectations, the grant is structured at
the 75th percentile; if
<PAGE> 22
performance is outstanding, the grant is structured at the 90th percentile.
The Committee utilizes the services of an independent compensation consultant
to assess market relativity of executive compensation ranges. Consistent with
the Company's compensation philosophy, adjustments are made to any executive
compensation ranges necessary to achieve levels of compensation at the median
market position.
Effective for the tax-year ended December 31, 1994, the Revenue Reconciliation
Act of 1993 placed certain limits on the deductibility of non-performance based
executive compensation. Current and anticipated levels of executive
compensation do not subject the Company to these limitations. At such time
that executive compensation levels subject the Company to deductibility limits,
the Committee will consider the Company's alternatives with respect to
qualifying executive compensation for deductibility.
Mr. Davidson's compensation for 1994 was determined in the general context of
the programs described above. Mr. Davidson's 1994 incentive compensation goals
were based in part on the following measures of the Company's performance
(weighted as shown): net income (10%), cash flow (defined as net income plus
depreciation plus deferred taxes minus dividends) (5%), return on equity
(compared to peer companies) (10%), credit rating of the Company's long-term
debt (15%), price to earnings ratio (compared to published summary data) (10%),
and the continued improvement in System exploration and production financial
performance (20%). In addition, Mr. Davidson's 1994 incentive compensation
goals were based upon his support for CNG Energy Services Corporation to ensure
its success in 1994 (10%) and discretion of the Committee (20%). Mr.
Davidson's threshold bonus level is 20% of base pay, his target bonus level is
50% of base pay and his maximum bonus level is 70% of base pay. The
Compensation and Benefits Committee awarded no incentive compensation to Mr.
Davidson for 1994 because, as described on page 21, no bonus pool was
established for 1994 performance.
S. A. Minter, Chair
J. W. Connolly
P. E. Lego
M. A. McKenna
L. Wyse
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the yearly cumulative total
shareholder return on CNG's Common Stock against the cumulative total return of
the S&P 500 Stock Index and the American Gas Association (AGA) Diversified Gas
Index for the period of five years commencing December 31, 1989, and ended
December 31, 1994.
<PAGE> 23
The AGA is the primary trade association for the natural gas industry. The
AGA's Diversified Gas Index is published in the AGA Financial Quarterly Review.
This publication is sent to industry executives and security analysts and is
provided to anyone who requests a copy. The index was prepared in January
1995, under the direction of the AGA Finance Committee. All companies
contained in the index are members of the AGA. Those companies are:
Chesapeake Utilities Corp., Columbia Gas System, Inc., Consolidated Natural Gas
Company, Eastern Enterprises, Energen Corporation, ENSERCH Corporation,
Equitable Resources, K N Energy, Inc., NICOR Inc., Noram Energy, ONEOK Inc.,
Pacific Enterprises, Pennsylvania Enterprises, Inc., Questar Corporation, South
Jersey Industries, Inc., Southwest Gas Corporation, Southwestern Energy, UGI
Corporation, Valley Resources, Inc., Washington Energy Company and WICOR, Inc.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
(line graph omitted)
1989 1990 1991 1992 1993 1994
_______________________________________________________
CNG $100 $ 91 $ 93 $102 $110 $ 88
S&P 500 100 97 126 136 150 152
AGA 100 89 78 82 93 81
_______________________________________________________
*Assumes $100 investment on December 31, 1989, and
reinvestment of dividends.
NON-EMPLOYEE DIRECTORS' COMPENSATION
Non-employee Directors are currently paid a $24,000 annual retainer, a $2,000
per diem fee for attending each Board meeting including all Board Committee
meetings held in conjunction with such Board meeting, and a $1,000 per diem fee
for participating in telephonic Board or Board Committee meetings. Committee
Chairpersons receive an additional annual fee of $3,000. Such Directors may
elect to defer receipt of these payments until after retirement from the Board.
Such payments are deferred in the form of cash credits or Consolidated Natural
Gas Company Common Stock credits. Such stock credits are valued as Common Stock
<PAGE> 24
equivalents equal to the number of shares that could have been purchased at the
closing price on the date the compensation was earned. As of the date any
dividend is paid on the Company's Common Stock, a credit is made to each
participant's deferred account equal to the number of shares of Common Stock
that could have been purchased on such date with the dividend paid. Amounts
deferred in the form of cash credits earn interest, compounded quarterly, at a
rate equal to the closing prime commercial rate at The Chase Manhattan Bank
N.A. on the last day of each quarter. The annual retainer paid to non-employee
Directors, as set by the Board of Directors from time to time, shall continue
to be paid for life to each non-employee Director retired at age 70, or at an
earlier age due to disability, provided the non-employee Director served a
minimum of four years and agrees to be generally available as a consultant.
Employee Directors do not receive any compensation for service as Directors.
As approved by the shareholders in May 1994, under the Non-Employee
Directors' Restricted Stock Plan, non-employee Directors receive an annual
grant of 100 shares of the Company's Common Stock, par value $2.75 per share,
subject to restrictions. Such grant is made on the date of the Annual Meeting
of Stockholders. The restrictions on such stock shall lapse in 25%
installments on the anniversary date of each grant or shall lapse in total upon
the Director's retirement at age 70 or the Director's ceasing to serve due to
death or disability.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1994, the following Directors served as members of the Compensation and
Benefits Committee: S. A. Minter, Chair, J. W. Connolly, P. E. Lego, M. A.
McKenna and L. Wyse.
The Company has Credit Agreements totalling $300 million with a group of
banks. Each participating bank is compensated with a commitment fee of 1/8 of
1% on its respective commitment amounts. The Company also maintains commercial
paper back-up lines with various banks that total $475 million. Each
commercial paper back-up line bank receives a commitment fee of 1/10 of 1% on
its line amount.
Currently, PNC Bank, Pittsburgh, Pennsylvania, the subsidiary of PNC Bank
Corp., of which Messrs. Davidson and Simmons are Directors, provides a
commitment of $30 million under the Credit Agreement and a commercial paper
back-up line of $130 million. Mellon Bank, N.A., Pittsburgh, Pennsylvania, of
which Mr. Connolly is a Director, provides a commitment of $40 million under
the Credit Agreement and a commercial paper back-up line of $130 million.
Society National Bank, Cleveland, Ohio, the subsidiary of KeyCorp (formerly
Society Corporation), of which Mr. Minter is a Director, provides a commitment
of $40 million under the Credit Agreement and a commercial paper back-up line
of $50 million. At some points during 1994, a maximum of $15 million in
borrowings from PNC Bank Corp. were outstanding under the Credit Agreements,
but no amounts were outstanding under the commercial paper back-up line
arrangement. There were no amounts outstanding from either Mellon Bank, N.A.,
or Society National Bank during 1994 under the Credit Agreements or the
commercial paper back-up line arrangement.
<PAGE> 25
The Company has, since 1977, retained Wyse Advertising, Inc., of which Ms.
Wyse is the President and a principal stockholder. Wyse Advertising plans,
creates, writes and designs media communications at commission rates and
billing practices which are comparable to such rates and practices charged by
non-affiliated firms. During 1994, the Company paid aggregate commissions of
$376,205 to Wyse Advertising.
LIFE INSURANCE AND RELATED BENEFIT PLANS
The Company maintains a program composed of Split Dollar Life Insurance Plans
and Supplemental Death Benefit Plans for employees on the executive payroll of
the Company and its subsidiaries, as well as non-employee Directors, which
provides death benefits to beneficiaries of those individuals. There were 160
eligible employees on December 31, 1994, and 122 were participating. Seven
non-employee Directors were also participating. The plans are under the
general supervision of the Compensation and Benefits Committee of the Board.
Continuation of the plans beyond retirement requires the Committee's approval.
The costs for the Split Dollar Life Insurance Plans are shared by the Company
and the participants. Each year an employee participant pays a premium based
on age and amount of individual coverage, which is approximately twice annual
salary. Each year Director participants pay a premium based on age and amount
of individual coverage. The Company pays all additional premiums and expects
to receive proceeds approximately equal to its investment in the policy through
the total coverage exceeding the participant's individual coverage. The
Supplemental Death Benefit Plans provide for payments to a deceased
participant's beneficiaries over a period of years.
RETIREMENT PROGRAMS
A non-contributory Pension Plan is maintained for employees who are not
represented by a recognized union, including Officers of the Company and its
subsidiaries. On December 31, 1994, all 3,481 eligible employees of the
Company and its subsidiary companies were participating in the Pension Plan.
The Company also maintains an unfunded Short Service Supplemental Retirement
Plan for certain management employees whose commencement of service with the
Company occurred after the employee had acquired experience of considerable
value to the Company and who will have less than 32 years of service at normal
retirement.
The following table illustrates maximum annual benefits--including any
supplemental payment described above but before being reduced by the required
offset--at normal retirement date (age 65) on the individual life annuity basis
for the indicated levels of final average annual salary and various periods of
service.
<PAGE> 26
PENSION PLAN TABLE
_______________________________________________________________________
Annual Pension Benefit
for Years of Service Indicated
_________________________________________________________
Average
Annual Salary 15 20 25 35 40
_______________________________________________________________________
$100,000 . . $ 34,000 $ 45,300 $ 55,000 $ 59,500$ 68,000
150,000 . . 51,000 68,000 82,500 89,300 102,000
200,000 . . 68,000 90,700 110,000 119,000 136,000
250,000 . . 85,000 113,300 137,500 148,800 170,000
300,000 . . 102,000 136,000 165,000 178,500 204,000
350,000 . . 119,000 158,700 192,500 208,300 238,000
400,000 . . 136,000 181,300 220,000 238,000 272,000
450,000 . . 153,000 204,000 247,500 267,800 306,000
500,000 . . 170,000 226,700 275,000 297,500 340,000
550,000 . . 187,000 249,300 302,500 327,300 374,000
600,000 . . 204,000 272,000 330,000 357,000 408,000
650,000 . . 221,000 294,700 357,500 386,800 442,000
700,000 . . 238,000 317,300 385,000 416,500 476,000
The 1994 salaries, projected service to age 65, and estimated annual
retirement benefits on the individual life form of annuity, assuming
continuation of their December 1994 salaries until age 65 for each of the
individuals in the Summary Compensation table, are as follows:
ESTIMATED ANNUAL RETIREMENT BENEFITS
Years of
Service at Years of Estimated Annual
1994 Year-End Service Retirement Benefits
Name Salary 1994 at Age 65 at Age 65
__________________________________________________________________________
G. A. Davidson, Jr. . $564,400 28 37 $354,090
R. R. Gifford . . . . 221,100 32 42 161,340
D. P. Hunt . . . . . . 266,200 31 43 190,895
L. D. Johnson . . . . 307,100 36 39 187,955
L. J. Timms, Jr. . . . 266,200 31 38 168,615
__________________________________________________________________________
The Company also maintains a Supplemental Retirement Benefit Plan under which
payments may be made, at the sole discretion of the Compensation and Benefits
Committee of the Board, to individuals comprising the executive payroll. As of
December 31, 1994, there were 160 potentially eligible employees. The decision
to grant a Supplemental Retirement Benefit is based on a review of the retiring
employee's total available benefits. Payments under such Plan during 1994
amounted to $311,100. The maximum annual supplemental annuity under this Plan
is 10% of an individual's final average annual salary. Assuming continuation
of their December 1994 salaries until age 65, the five individuals named in
<PAGE> 27
the Summary Compensation table would be eligible to receive the following
maximum annual supplemental retirement benefits: Mr. Davidson, $56,800; Mr.
Gifford, $23,410; Mr. Hunt, $26,810; Mr. Johnson, $29,025; and Mr. Timms,
$26,810.
The benefits described above have not been reduced by the limitations imposed
on qualified plans by the Internal Revenue Code. As permitted by the Code, the
Board of Directors has adopted a policy whereby supplemental payments may be
made, as necessary, to maintain the benefit levels earned under the benefit
plans.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Based on the Company's review of copies of all Section 16(a) forms filed by the
Officers and Directors of the Company, the Company believes that in 1994, all
filing requirements applicable to its Officers and Directors were complied
with, except that one report covering a 417-share sale transaction for Mr.
Timms was filed late.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Price Waterhouse has audited the accounts of the Company and its subsidiaries
since 1943. On recommendation of the Audit Committee, the Board of Directors
has, subject to ratification by the stockholders, appointed Price Waterhouse to
audit the accounts of the Company and its subsidiaries for the fiscal year
1995. Audit fees to Price Waterhouse in 1994 incurred by the Company and its
subsidiaries were approximately $1,086,900. A representative of Price
Waterhouse will be present at the Meeting to respond to appropriate questions
and will have an opportunity to make a statement if he or she desires to do so.
Accordingly, the following resolutions will be offered at the Meeting:
RESOLVED, That the appointment, by the Board of Directors of the Company, of
Price Waterhouse to audit the accounts of the Company and its subsidiary
companies for the fiscal year 1995, effective upon ratification by the
stockholders be, and it hereby is, ratified; and
FURTHER RESOLVED, That a representative of Price Waterhouse shall attend the
next Annual Meeting and any special meetings of stockholders that may be held
in the interim.
VOTE NEEDED FOR APPOINTMENT OF INDEPENDENT ACCOUNTANTS
An affirmative vote of the holders of a majority of the Company's Common Stock,
represented in person or by proxy and entitled to vote at the Meeting, is
necessary for ratification. If the stockholders do not ratify the appointment
of Price Waterhouse, the selection of independent accountants will be
reconsidered by the Audit Committee and the Board of Directors.
<PAGE> 28
BOARD RECOMMENDATION
The Board recommends that stockholders vote FOR Proposal 2, and the
accompanying proxy will be so voted, unless a contrary specification is made.
PROPOSAL 3
STOCKHOLDER'S PROPOSAL CONCERNING NON-EMPLOYEE RETIREMENT PLANS
Mr. Kenneth Steiner of 14 Stoner Avenue, Great Neck, New York, who owns 389
shares of the Company's Common Stock has informed management that he will
propose the resolution set forth below at the Annual Meeting.
THE STOCKHOLDER'S PROPOSAL
NON-EMPLOYEE RETIREMENT PLANS RESOLUTION
"RESOLVED, That the shareholders assembled in person and by proxy, recommend
(i) that all future non-employee directors not be granted pension benefits and
(ii) current non-employee directors voluntarily relinquish their pension
benefits."
THE STOCKHOLDER'S SUPPORTING STATEMENT
Aside from the usual reasons, presented in the past, regarding "double
dipping", that is outside (non-employee) directors who are in almost all cases
amply rewarded with their pension at their primary place of employment, and in
many instances serving as outside pensioned directors with other companies,
there are other more cogent reasons that render this policy as unacceptable.
Traditionally, pensions have been granted in both the private and public
sectors for long term service. The service component usually represents a
significant number of hours per week. The practice of offering pensions for
consultants is a rarity. Outside directors' service could logically fit the
definition of consultants and pensions for this type of service is an abuse of
the term.
But more importantly, outside directors, although retained by corporate
management, namely the C.E.O., are in reality representatives of shareholders.
Their purpose is to serve as an impartial group to which management is
accountable. Although outside directors are certainly entitled to compensation
for their time and expertise, pensions have the pernicious effect of
compromising their impartiality. In essence, pensions are management's grants
to outside directors to insure their unquestioning loyalty and acquiescence to
whatever policy management initiates, and at times, serving their own self
interests. Thus, pensions become another device to enhance and entrench
management's controls over corporate policies while being accountable only to
themselves. As a founding member of the Investors Rights Association of
America I feel this practice perpetuates a culture of corporate management
"cronyism" that can easily be at odds with shareholder and company interest.
<PAGE> 29
A final note in rebuttal to management's contention that many companies offer
their outside directors pensions, so they can attract and retain persons of the
highest quality. Since there are also companies that do not offer their
outside directors pensions, can management demonstrate that those companies
that offer pensions have a better performance record then their non-pensioned
peers? In addition, do we have any evidence of a significant improvement in
corporate profitability with the advent of pensions for outside directors?
I URGE YOUR SUPPORT, VOTE FOR THIS RESOLUTION.
MANAGEMENT'S COMMENTS
The best interests of the Company and its shareholders are served by having
high caliber, talented and experienced individuals serving as outside
Directors. To attract and retain these highly-sought-after individuals, the
Company must provide a competitive total compensation package for its outside
Directors. Retirement benefits are a common element of Director compensation
packages at large corporations. The Conference Board reports that for
companies similar in size to CNG by sales, 75% of the companies that it
surveyed provided retirement benefits for their outside Directors.
The Company has determined that payment of annual retainers to outside
Directors who have served a minimum of four years and who agree to remain
available to consult with management after their retirement from the Board is
appropriate. This program, and other programs which are described elsewhere in
this Proxy Statement, provide an incentive to the Board to remain long enough
to gain experience and knowledge of the Company's business, and to remain
available after retirement. The benefits to which outside Directors are
entitled recognize the ever-increasing time commitment, diligence and risks
associated with Board service. For these reasons, we unanimously recommend a
vote against this proposal.
VOTE NEEDED FOR APPROVAL OF THE PROPOSAL
Approval of this proposal requires an affirmative vote by the holders of the
majority of the shares present in person or represented by proxy and entitled
to vote. An abstention, broker non-vote or vote withheld will have the same
effect as a vote against this proposal.
BOARD RECOMMENDATION
The Board recommends that stockholders vote AGAINST Proposal 3, and the
accompanying proxy will be so voted, unless a contrary specification is made.
<PAGE> 30
PROCEDURE FOR SUBMISSION OF 1996 STOCKHOLDER PROPOSALS
Proposals by stockholders for inclusion in the 1996 Annual Meeting Proxy
Statement must be received by the Corporate Secretary, Consolidated Natural Gas
Company, CNG Tower, 625 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3199,
prior to December 2, 1995. All such proposals are subject to the applicable
rules and requirements of the Securities and Exchange Commission.
OTHER BUSINESS
The Board of Directors does not intend to bring any business before the Meeting
other than that listed in the foregoing Notice and is not aware of any business
intended to be presented to the Meeting by any other person. Should other
matters properly come before the Meeting, the persons named in the accompanying
proxy will vote said proxy in such manner as they may, in their discretion,
determine.
LAURA J. MCKEOWN
Laura J. McKeown
Secretary
March 22, 1995
NOTE: YOUR SHARES CANNOT BE VOTED UNLESS YOU SIGN AND RETURN
YOUR PROXY CARD, OR ATTEND THE MEETING AND VOTE IN PERSON.
EXHIBIT G.
CONSOLIDATED NATURAL GAS COMPANY
RELATIONSHIP OF EXEMPT WHOLESALE GENERATOR
TO OTHER SYSTEM COMPANIES
CONSOLIDATED NATURAL GAS COMPANY
|
|
|
-----------------------------------------
(Wholly owned | | (Wholly owned
subsidiary) | | subsidiary)
| |
CNG POWER SERVICES CNG POWER COMPANY
CORPORATION (formerly CNG Energy
| Company)
(Wholly owned | /
subsidiary) | /
| /
CNG LAKEWOOD, INC. /
\ /
\ / (34% Limited
\ / Partnership
\ / Interest)
\ /
\ /
\ /
\ /
\ /
\ /
(1% General \ /
Partnership \ /
Interest) \ /
\ /
\ /
\ /
\/
LAKEWOOD COGENERATION, L.P.
*
*
* (Fuel
* Manager)
*
*
CNG ENERGY
SERVICES
CORPORATION
LAKEWOOD COGENERATION, L.P.
Financial Statements
* * *
December 31, 1994 and 1993
150 Airport Road 100 Clinton Square Suite 400
Lakewood, New Jersey 08701 Syracuse, New York 13202
(908) 901-7389 (315) 471-2881
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the General Partners of
Lakewood Cogeneration, L.P.
In our opinion, the accompanying balance sheets and the related statements of
income, of changes in partners' equity and of cash flows present fairly, in
all material respects, the financial position of Lakewood Cogeneration, L.P.
at December 31, 1994 and 1993, and the results of its operations and its cash
flows for the period from inception, November 9, 1994 to December 31, 1994 in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Partnership's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.
PRICE WATERHOUSE LLP
Syracuse, New York
April 21, 1995
<PAGE>
LAKEWOOD COGENERATION, L.P.
BALANCE SHEET
December 31,
1994 1993
Cash and cash equivalents $ 8,530,92 $ 287,769
Accounts receivable 4,211,592 686,072
Accounts receivable from affiliates 17,504 143,099
Prepaid expenses 954,541 43,159
Inventory 421,009
Total current assets 14,135,571 1,160,099
Net property, plant and equipment 224,413,347 159,764,944
Deferred charges, net 8,105,184 8,571,394
Accounts receivable (Note 4) 2,000,000 2,000,000
Total assets $248,654,102 $171,496,437
LIABILITIES AND PARTNERS' EQUITY
Accounts payable and accrued liabilities $ 2,156,257 $ 17,175,152
Accounts payable to affiliates 13,746,717 476,404
Accrued interest 1,280,913 44,973
Total current liabilities 17,183,887 17,696,529
Retainage payable (Note 4) 10,244,731 12,019,005
Loans payable to affiliates (Note 3) 24,034,140
Construction loan (Note 3) 196,283,505 141,780,903
Total liabilities 247,746,263 171,496,437
Partners equity 907,839
Commitments and contingencies (Note 4)
Total liabilities and partners' equity $248,654,102 $171,496,437
The accompanying notes are an integral part of these financial statements.
1
<PAGE>
LAKEWOOD COGENERATION, L.P.
STATEMENT OF INCOME
For the period
from inception
November 9, 1994,
to December 31, 1994
Revenues:
Electric sales $ 7,088,394
Operating expenses:
Operating and maintenance (Note 2) 762,955
Fuel 1,345,800
Depreciation and amortization 1,182,041
Administrative and general 377,622
Total operating expenses 3,668,418
Income before interest income
and expense 3,419,976
Interest income and (expense):
Interest income 44,534
Interest expense (2,556,671)
Net interest expense (2,512,137)
Net income $ 907,839
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
LAKEWOOD COGENERATION, L.P.
STATEMENT OF CASH FLOWS
For the period
from inception
November 9, 1994,
to December 31, 1994
Cash flows from operating activities:
Net income $ 907,839
Adjustments to reconcile net income to net
cash used by operating activities:
Depreciation and amortization 1,182,041
Effect on cash flows of changes in:
Accounts receivable (3,525,520)
Accounts receivable from affiliates 125,595
Fuel inventory (421,009)
Prepaid expenses (911,382)
Deferred charges 291,188
Accounts payable and accrued liabilities (15,018,895)
Accounts payable to affiliates 13,270,313
Retainage payable (1,774,274)
Accrued interest 1,235,940
Total adjustments (5,546,003)
Net cash used by operating activities (4,638,164)
Cash flows from investing activities:
Property, plant and equipment additions (65,655,422)
Cash flows from financing activities:
Proceeds from loans payable 54,502,602
Borrowings from affiliates 24,034,140
Net cash used by financing activities 78,536,742
Net increase in cash and cash equivalents 8,243,156
Cash and cash equivalents at beginning of period 287,769
Cash and cash equivalents at end of period $ 8,530,925
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest $ 10,813,763
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
LAKEWOOD COGENERATION, L.P.
STATEMENT OF CHANGES IN PARTNERS'
EQUITY
<TABLE>
CNG
HCE CNG ENERGY
HYDRA-CO TPC TOTAL
<S> <C> <C> <C>
<C> <C> <C>
Balance at December 31, 1993 $ $ $
$ $ $
Contributions
Net income 9,078 9,078 308,666
399,449 181,568 907,839
Balance at December 31, 1994 $9,078 $9,078 $308,666
$399,449 $181,568 $907,839
</TABLE>
The accompanying notes are an integral part of these financial
statements
4
<PAGE>
LAKEWOOD COGENERATION, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
Note 1 - Organization and Significant Accounting Policies
Organization - Lakewood Cogeneration, L.P. ("Lakewood" or the "Partnership")
is a Delaware limited partnership restructured in November 1992 with HCE -
Lakewood, Inc ("HCE") and CNG Lakewood, Inc. ("CNG") as the general partners.
The limited partners are HYDRA-CO Enterprises, Inc. ("HYDRA-CO"), CNG Energy
Company ("CNG Energy") and TPC Lakewood, Inc. ("TPC"). HYDRA-CO is a wholly-
owned subsidiary of Niagara Mohawk Power Corporation ("NMPC"). CNG Energy is
a wholly owned subsidiary of Consolidated Natural Gas Company ("CNGC"). The
Partnership was formed to own, develop, construct and operate a 237 MW natural
gas-fired cogeneration power production facility located in Lakewood, New
Jersey ("the Facility"). The Partnership assumed operating responsibility for
the Facility on November 9, 1994 and, as of that date, ceased capitalizing
start-up and interest costs and began reflecting results of operations in the
Statement of Income. As of this date, the Partnership is no longer considered
a development stage enterprise as defined by Statement of Financial Accounting
Standard No. 7, Accounting and Reporting by Development Stage Enterprises.
The Partnership Agreement expires in 2050.
Capital contributions - On or before the Conversion Date (See Note 3), the
Partners shall make the following cash equity contributions: HCE - $510,000,
CNG - $510,000, HYDRA-CO - $22,440,000, CNG Energy - $17,340,000 and TPC -
$10,200,000. There are also provisions for certain additional contributions
or distributions to the extent of construction cost overruns or underruns,
respectively. Cash contributions from CNG and CNG Energy are backed by a
Guaranty dated November 3, 1992 from CNGC. HCE, HYDRA-CO and TPC cash
contributions are backed by letters of credit ("Equity Contribution Letters of
Credit"). Certain of these equity contributions were advanced to the
Partnership in the form of subordinated indebtedness during 1994 (See Note 3).
On the financial closing date, CNG Energy was required to contribute to the
Partnership all Facility related contracts, permits, studies and designs
created, acquired or developed by CNG Energy which have been assigned a
contribution value of $12,000,000 in the Partnership Agreement. These items
were assigned a zero value for financial statement purposes. In accordance
with the Partnership Agreement, the Partnership made a distribution to CNG
Energy of $4,813,000 upon the financial closing date. This amount was intended
to partially compensate CNG Energy for the Facility related documents which it
contributed to the Partnership and was accounted for as an addition to
property, plant and equipment on the balance sheet. The Partnership will make
additional returns of capital to CNG Energy pursuant to the allocation of
available construction cost underruns (See Note 2).
Allocations - Income and losses are allocated 1 percent to HCE, 1 percent to
CNG, 44 percent to HYDRA-CO, 34 percent to CNG Energy and 20 percent to TPC.
Net cash flow shall be distributed at least semi-annually, if available, and
allocated among the partners in the same manner as income and losses except as
noted below for return of capital payments to CNG Energy.
5
<PAGE>
Fair Value of Financial Instruments - All financial instruments recorded by
the Partnership are estimated to approximate fair value.
Plant and equipment - Plant and equipment are stated at cost which includes
all direct, and applicable indirect, construction, development and financing
costs. The plant and equipment is being depreciated using the straight-line
method over its estimated useful life of 30 years. Depreciation expense in
1994 was $1,007,000.
Interest capitalization - Interest costs incurred during construction of the
Facility were capitalized as a part of construction work in process. The
amount of interest capitalized is based on the interest costs incurred on the
specific borrowings for the construction project, reduced by the interest
earned from the investment of the unexpended portion of such borrowings.
Interest costs incurred and capitalized through December 31, 1994 and 1993
totaled approximately $14,407,000 and $5,225,000, respectively, and were
offset by interest earned of $98,000 and $56,000, respectively, on unexpended
debt proceeds.
Income taxes - No provision has been made for income taxes in the accompanying
balance sheet as such taxes are payable by the individual partners.
Deferred charges - Costs associated with the formation of the Partnership
aggregating approximately $4,805,000 and $4,482,000 at December 31, 1994 and
1993, respectively, have been deferred and are being amortized using the
straight-line method over a five-year period commencing with the commercial
operation of the Facility. Amortization expense of such costs amounted to
$139,000 in 1994.
Costs related to obtaining the thermal sales and steam services agreements
were deferred and amounted to $539,000 at December 31, 1993. In 1994, the
Partnership terminated both the thermal sales and steam services agreements
(See Note 4), and as a result, these deferred charges were reclassified to
property, plant and equipment.
Costs incurred in negotiating and securing the construction and term financing
amounted to $3,953,000 and $3,826,000 at December 31, 1994 and 1993,
respectively, and have been deferred and are being amortized using the
straight-line method over the term of the related debt. Amortization of such
costs, which has been capitalized as a component of property, plant and
equipment, amounted to approximately $201,000 and $247,000 in 1994 and 1993,
respectively. An additional amortization of $36,000 was recorded as expense
in 1994.
Statement of Cash Flows - For purposes of the Statement of Cash Flows, the
Partnership considers highly liquid investments with an original maturity of
three months or less to be cash equivalents.
Reclassification - Certain amounts from the prior year have been reclassified
in the accompanying financial statements to conform with the 1994
presentation.
6
<PAGE>
Note 2 - Related Party Transactions
CNG Energy was reimbursed $186,000 and $28,000 in 1994 and 1993 respectively,
for direct costs incurred on behalf of the Partnership.
The Partnership has entered into a Project Management Services Agreement with
Lakewood Project Management, Inc. ("LPMI"), a wholly-owned subsidiary of
HYDRA-CO for an aggregate sum of $2,765,000 which expires at the end of the
Warranty Period, as defined. Total project management fees charged by LPMI
for project management services in 1994 and 1993 were $1,100,000 and
$1,200,000, respectively, and are included as a component of property, plant
and equipment. LPMI was also reimbursed for direct costs incurred on behalf
of the Partnership in the amount of $22,000 and $70,000, respectively, in 1994
and 1993.
The Partnership has entered into an Administrative Services Agreement with
HYDRA-CO which expires in November 2012 and may be renewed annually upon
mutual agreement. Total administrative fees earned by HYDRA-CO and included
as a component of property, plant and equipment, were $107,000 and $125,000 in
1994 and 1993, respectively. Additional administrative fees of $43,000 were
expensed in 1994. HYDRA-CO was also reimbursed $1,083,000 and $64,000 in 1994
and 1993, respectively, for direct costs incurred on behalf of the
Partnership. The majority of amounts reimbursed in 1994 relate to work on the
EWG conversion (See Note 4).
The Partnership has entered into an Operation and Maintenance Agreement with
HYDRA-CO Operations, Inc. ("HCO"), a wholly-owned subsidiary of HYDRA-CO which
expires on the twenty-first anniversary of the commercial operation date and
may be renewed annually thereafter. Under the terms of the agreement, HCO is
to be reimbursed for all direct costs incurred and receive an overhead fee of
$200,000 and a base fee of $60 per hour multiplied by the number of actual
dispatch hours, as defined. HCO can also earn a bonus if certain performance
factors are achieved. Fees and bonuses earned by HCO of $57,000 were expensed
in 1994. HCO was also reimbursed for direct costs incurred on behalf of the
Partnership in the amount of $1,574,000 and $423,000 in 1994 and 1993,
respectively.
The Partnership has entered into a Fuel Management Agreement with CNG Energy
Services Corporation ("ESC"), a wholly-owned subsidiary of CNG Energy, to
develop and administer a comprehensive fuel supply and transportation
procedure. The term of the agreement shall be the earlier of 5 years from the
substantial completion date or December 31, 2001 and will be automatically
renewed for additional one-year terms unless terminated by either party. ESC
was reimbursed for direct costs incurred on behalf of the Partnership in the
amount of $1,929,000 and $22,000 in 1994 and 1993, respectively.
7
<PAGE>
Under the terms of the Partnership Agreement, HCE is entitled to a treasury
fee of up to $400,000 per year if certain interest cost savings, as defined,
are realized by the Partnership. The treasury fee commences in the calendar
year following Substantial Completion and therefore, did not apply for 1994.
Under the terms of the Partnership Agreement and the loan agreements,
available cost underruns, as defined, will be paid to the general partners.
Such underruns are payable in the amount that the total project costs are less
than $262,000,000. At December 31, 1994, cost underrun fees amounting to
$11,900,000 have been accrued in amounts payable to affiliates.
Note 3 - Construction and Term Financing
The Partnership has obtained construction and term loan financing from two
sources. They are a group of banks (the "Bank Lenders") and John Hancock
Mutual Life Insurance Company ("Hancock"). Mellon Bank, N.A. ("Mellon") is
acting as the administrative agent for all lenders.
The Bank Lenders have agreed to make available Tranche A Bank Loans in the
amount of $136,000,000. As of December 31, 1994 and 1993, respectively,
$121,284,000 and $87,595,000 of this loan commitment has been borrowed. Upon
the Conversion Date, as defined, the Tranche A Bank Loans will convert into
the Continuing Bank Term Loans ("Term Loans"). The Term Loans will be repaid
in semi-annual installments over a fourteen-year period commencing June 30,
1995. Principal amounts due on the Term Loans for each of the five years
succeeding December 31, 1994 are as follows: $3,400,000, $4,080,000,
$4,760,000, $6,120,000 and $6,800,000.
The Bank Lenders had made available Tranche B Bank Loans in the amount of
$51,000,000. No Tranche B Bank Loans can be made available until there has
been a full commitment of Tranche A Bank Loans. The Partnership does not
anticipate borrowings under the Tranche B Bank Loans.
The Partnership pays an unused commitment fee of 0.375 percent on the
aggregate unused portion of the Tranche A and Tranche B Bank Loans. This fee,
which has been capitalized as a component of property, plant and equipment,
totaled $831,000 and $511,000 in 1994 and 1993, respectively. Additional
unused commitment fees of $26,000 were expensed in 1994.
In addition, the Bank Lenders will make available on or after the Conversion
Date a Working Capital Loan of $2,000,000. The Partnership pays a standby fee
of 0.125 percent on any unused portion of the Working Capital Loan up to the
conversion date. This fee, which has been capitalized as a component of
property, plant and equipment totaled $5,100 and $2,500 in 1994 and 1993,
respectively. Additional standby fees of $400 were expensed in 1994.
Commencing on the Conversion Date, the Partnership will pay an unused
commitment fee of 0.375 percent on the average daily unused portion of the
Working Capital Loan. This loan commitment will terminate on the fifth
anniversary of the Conversion Date or earlier under certain default
conditions. The Partnership may request one year extensions through the final
maturity date of the Term Loans.
8
<PAGE>
Hancock has agreed to make available Institutional Loans of $75,000,000. As
of December 31, 1994 and 1993, respectively, $75,000,000 and $54,000,000 of
this loan commitment has been borrowed. The Institutional Loans will be
repaid in semi-annual installments over an eighteen and one-half year period
commencing June 30, 1995. Principal amounts due on the Institutional Loans
for each of the five years succeeding December 31, 1994 are as follows:
$375,000, $750,000, $750,000, $750,000 and $750,000.
The Partnership has three interest rate options on the Bank Loans; a Base
Rate option, a CD Rate option and a LIBOR Rate option. Each of these rates is
equivalent to the corresponding Mellon Bank interest rate option plus a credit
spread which varies depending upon the type of Bank Loan, the interest rate
option chosen and the timing of the loan. In December 1993, the Partnership
entered into a forward interest rate SWAP with Mellon Bank, N.A. and ABN-AMRO
Bank, N.V. in an aggregate notional amount of $125,000,000. The effective
date of the SWAP is January 3, 1995 for a duration of fourteen years under
which the Partnership pays interest on the notional amount at a fixed rate of
6.68 percent and receives interest at the LIBOR Rate. The effect of this
agreement is to fix the interest rate on $125,000,000 at 7.93 percent for the
first five years of the agreement, 8.18 percent for the next five year and
8.43 percent for the last four years. The Institutional Loans will bear
interest at a rate equal to the yields of actively traded "On The Run" United
States Treasury securities plus a credit spread. The maturity of such
securities and the credit spread will vary depending upon the timing of the
loan. The weighted average interest rate during 1994 and 1993 was 6.5 percent
and 5.4 percent, respectively.
The Partnership paid the lenders an Exempt Wholesale Generator ("EWG")
conversion fee (See Note 4) of $738,500 in 1994, which was equal to 0.35% of
the aggregate of Tranche A Bank Loan and Institutional Loan commitments. The
EWG conversion fee was capitalized as a component of property, plant and
equipment in the accompanying balance sheet.
The Partnership has agreed to pay an Administrative Agent's Fee to Mellon.
This fee is equal to $100,000 per year for the period from financial closing
through the six months anniversary of the Conversion Date and $75,000 per year
thereafter. Fees paid in 1994 and 1993, which were capitalized as a component
of property, plant and equipment totaled $85,000 and $100,000, respectively.
Fees expensed in 1994 were $14,000.
As of December 31, 1994, HYDRA-CO, CNG, CNG Energy and TPC have made
subordinated loans to the Partnership in the amount of $2,600,000, $510,000,
$10,724,000 and $10,200,000, respectively, aggregating $24,034,000. These
subordinated loans accrue interest at the LIBOR Rate plus 1% and is payable
upon the Conversion Date. During 1994, the HYDRA-CO, CNG, CNG Energy and TPC
subordinated loans accrued interest at 6.19%, 6.44%, 6.44% and 6.25%,
respectively. On the Conversion Date, the subordinated loans will convert to
equity.
Note 4 - Commitments and Contingencies
The Partnership has entered into an Amended and Restated Performance
Construction Contract ("the EPC Contract") with CRS Sirrine Engineers, Inc.
("CRSS") for a total contract price of $151,900,000. In accordance with the
contract, the Partnership withheld 10% of the amounts payable to CRSS as
9
<PAGE>
retainage until Substantial Completion, as defined, was achieved. The EPC
Contract called for the Facility to be substantially complete by September 1,
1994 at which time certain performance tests were required to be met. The EPC
Contract also provided for CRSS to pay certain liquidated damages to the
extent that these performance tests or certain other milestones were not met
by September 1, 1994.
In February 1995, CRSS and the Partnership entered into a Settlement
Agreement. Pursuant to the agreement, the date of Substantial Completion was
designated November 9, 1994. Furthermore, the balance of retainage held prior
to the Settlement Agreement ($15,445,000) was reduced by $5,200,000 in full
satisfaction of liquidated damages. This amount has been recorded as a
reduction to property, plant and equipment in the accompanying balance sheet.
The Settlement Agreement also allowed the Partnership to hold from retainage,
otherwise due and payable, an amount of $3,000,000 as security for the
performance of final punchlist items and an amount of $2,000,000 in an
interest bearing escrow account for a specified amount of time as security for
potential warranty claims. The remaining retainage of $5,254,000 due to CRSS,
after the deduction of $5,200,000 and the withholding of $5,000,000, was paid
to CRSS in March 1995. Pursuant to the agreement, CRSS, Inc. indemnified the
Partnership against any liabilities or costs incurred as a result of any
disputes between CRSS and its subcontractors and unconditionally guaranteed
the performance of warranty obligations of CRSS.
The Partnership has entered into a Power Purchase Agreement with Jersey
Central Power & Light Company ("JCP&L"). JCP&L will purchase the contract
capacity, as defined, at specified rates under a dispatchable arrangement.
The agreement expires 20 years from the Full Delivery Date, which was November
8, 1994 and may be extended for successive periods of 5 years.
Pursuant to a Capacity Reservation Precedent Agreement with New Jersey Natural
Gas Company ("NJNG"), a Consent and Agreement dated July 17, 1991 and a Letter
Agreement dated June 29, 1992, NJNG has agreed to construct natural gas
pipelines to interconnect two interstate pipeline systems with the Facility
and sell the assets to the Partnership for $6,850,000 which was paid at
financial closing and is included as a component of plant, property and
equipment on the balance sheet. Commencing on April 1, 1994, the Partnership
will pay an annual charge of $2,614,000 for the reservation of transportation
capacity. This agreement expires in April 2014 and provides for early
termination payments to NJNG under certain circumstances. NJNG has the right
to repurchase the assets at the termination of the agreement.
In July 1993, to remove regulatory risk and ownership restrictions of being a
Qualifying Facility (QF") and to improve the overall project economics, the
Partnership filed with the Federal Energy Regulatory Commission ("FERC") for
Exempt Wholesale Generator ("EWG") status. In September 1993, the EWG
application was approved. In connection with the EWG filing, a required rate
filing was also made with FERC for approval of the rates under the existing
power contract with JCP&L. In July 1993, the rate application was approved.
By obtaining EWG status, the Partnership is exempt from PURPA Qualifying
Facility regulations which require minimum amount of steam sales; the
Partnership only needs to sell steam in an amount to qualify as a cogeneration
facility under its permit requirements. In February 1994, the Partnership
10
<PAGE>
agreed to the termination of the Steam Services Agreement previously entered
into with Kimball Medical Center under which the Partnership was to provide
thermal energy to Kimball at specified rates. In lieu of providing steam, the
Partnership will fund $950,000 for the purchase and installation of two steam
absorption chillers and a steam line for Kimball.
In June 1994, the Partnership entered into a Steam Supply Agreement with
Rhone-Poulenc Specialty Chemicals Co. ("Rhone-Poulenc") under which Rhone-
Poulenc will accept and purchase steam, at rate of $3.25/Klbs. for the initial
year of the agreement and then escalated annually at a rate equal to the
increase granted by NJNG for its firm gas rate for industrial customers. The
agreement shall have an initial term of 5 years and can be automatically
extended annually with agreement of both parties. In no event, shall the
initial term and extensions exceed 20 years. The Partnership is also required
to construct, at its expense, the steam distribution system to deliver the
steam to Rhone-Poulenc.
In November 1994, as a result of obtaining EWG status, the Partnership
terminated certain agreements with American Eagle Distillation Company
("AEDC") which had provided for the Partnership to construct and maintain a
water distillation facility on behalf of AEDC and for AEDC to purchase certain
minimum amounts of thermal energy from the Partnership. Subsequently, AEDC
filed suit against the Partnership and HCE alleging wrongful termination and
fraud. Pre-trial discovery resulted in a negotiated settlement of this matter
in March 1995 for a payment from the Partnership to AEDC of $390,000 and
mutual releases.
Pursuant to an Agreement of Grant and Reservation with the Lakewood Township
Municipal Utilities Authority ("LTMUA") as amended by First and Second
Amendments dated August 20, 1991 and July 21, 1992, respectively, the
Partnership has agreed to construct certain Water Facilities ("the Water
Facilities"). The Partnership is required to maintain the Water Facilities
and will transfer title of the Water Facilities and the real property acquired
in connection with the Water Facilities to LTMUA upon completion. In
addition, the Partnership has agreed to make non-refundable contributions to
LTMUA toward the construction, permitting and operation of wells needed to
provide water to the Facility. LTMUA was paid $17,000 and $791,000 in 1994
and 1993, respectively, which is included as a component of property, plant
and equipment in the accompanying balance sheets.
In September 1994, the Partnership terminated a Water Service Agreement with
Arrowhead Industrial Water, Inc. ("Arrowhead") which required Arrowhead to
design, install, operate and own a water purification system.
Airport Associates ("Airport") and the Industrial Commission of the Township
of Lakewood ("LIC") entered into a contract for the sale by LIC to Airport of
certain lands ("LIC Contract"). The Partnership and Airport entered into
certain agreements ("Bennett Contracts") providing for the sale by Airport to
the Partnership of the LIC Tracts (except the Bennett Tract), land previously
owned by Airport and easement rights in other lands owned by Airport for an
aggregate purchase price of $3,300,000, of which $1,000,000 was paid in 1993.
The Partnership loaned $560,000 to Airport to finance the purchase of the
Bennett Tract in exchange for a promissory note secured by a mortgage and
Security Agreement on the Bennett Tract. The promissory note provided for
11
<PAGE>
annual amortization payments of $150,000 over a four year term beginning on
October 15, 1992. In September 1994, Airport Associates agreed to forego
$356,000 in payment for well easements and made a payment of $85,000 to the
Partnership in exchange for full satisfaction of the payments due under the
promissory note.
The Partnership entered into a Environmental Preservation Trust Fund Agreement
with the Township of Lakewood ("Township"). On the financial closing date,
the Partnership paid the Township $2,000,000 which was used to create an
Environmental Preservation Trust Fund ("the Fund") in order to provide an
independent form of financial security to the Township to insure that the
Partnership will promptly respond to cure any environmental impact events, as
defined. The Township shall have the right to receive all interest derived
from the Fund. The term of the Fund will expire 20 years after the date the
certificate of occupancy has been issued for the Facility. Assuming no
environmental impact event has occurred, the $2,000,000 will be returned to
the Partnership at the expiration of the term. This amount has been reflected
as a receivable from the Town of Lakewood in the balance sheet.
The Partnership has entered into a Host Benefits Agreement with the Township
to make minimum annual payments in the amount of $600,000 or the actual amount
of real estate taxes assessed on the Facility, whichever is greater. In
September 1994, the Township assessed the Partnership's plant and equipment
with a valuation of $69,884,000 or approximately $1,900,000 in annual property
taxes. The Partnership believes this assessment is grossly overstated and is
currently appealing the assessment with the Ocean County Board of Taxation.
In June 1993, the Ocean County Prosecutor in Toms River, New Jersey commenced
an investigation into certain activities surrounding the development of the
Facility. The investigation resulted in an indictment of the Partnership,
HYDRA-CO, HCE and certain individuals in June 1994. In August 1994, the
entities entered into a Cooperation Agreement with the Ocean County
Prosecutor's office which included admittance into the Ocean County Pre-Trial
Intervention Program. In accordance with the agreement, the Partnership
agreed to cooperate with any ongoing investigation and to perform community
service in exchange for acceptance by the Prosecutor's office of no admission
of guilt by the entities.
Note 6 - Subsequent Events
On January 9, 1995, in accordance with a stock purchase agreement between NMPC
and CMS Generation Co. ("CMS"), a Michigan corporation, CMS acquired 100% of
the outstanding common stock of HCE.
12
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATING FINANCIAL STATEMENTS INCLUDED IN ITEM 10 OF CONSOLIDATED NATURAL
GAS COMPANY'S ANNUAL REPORT ON FORM U5S FOR THE YEAR ENDED DECEMBER 31,
1994, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,859,965
<OTHER-PROPERTY-AND-INVEST> 1,166,681
<TOTAL-CURRENT-ASSETS> 1,064,739
<TOTAL-DEFERRED-CHARGES> 331,651
<OTHER-ASSETS> 95,637
<TOTAL-ASSETS> 5,518,673
<COMMON> 255,827
<CAPITAL-SURPLUS-PAID-IN> 418,348
<RETAINED-EARNINGS> 1,469,879
<TOTAL-COMMON-STOCKHOLDERS-EQ> 2,184,334
0
0
<LONG-TERM-DEBT-NET> 1,151,973
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 440,000
<LONG-TERM-DEBT-CURRENT-PORT> 4,000
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,738,366
<TOT-CAPITALIZATION-AND-LIAB> 5,518,673
<GROSS-OPERATING-REVENUE> 3,036,028
<INCOME-TAX-EXPENSE> 82,427
<OTHER-OPERATING-EXPENSES> 2,692,623
<TOTAL-OPERATING-EXPENSES> 2,775,050
<OPERATING-INCOME-LOSS> 260,978
<OTHER-INCOME-NET> 9,694
<INCOME-BEFORE-INTEREST-EXPEN> 270,672
<TOTAL-INTEREST-EXPENSE> 87,501
<NET-INCOME> 183,171
0
<EARNINGS-AVAILABLE-FOR-COMM> 183,171
<COMMON-STOCK-DIVIDENDS> 180,461
<TOTAL-INTEREST-ON-BONDS> 86,372
<CASH-FLOW-OPERATIONS> 631,328
<EPS-PRIMARY> 1.97
<EPS-DILUTED> 2.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATING FINANCIAL STATEMENTS INCLUDED IN ITEM 10 OF CONSOLIDATED NATURAL
GAS COMPANY'S ANNUAL REPORT ON FORM U5S FOR THE YEAR ENDED DECEMBER 31,
1994, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
<SUBSIDIARY>
<NUMBER> 05
<NAME> EAST OHIO GAS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 712,136
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 449,140
<TOTAL-DEFERRED-CHARGES> 175,919
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 1,337,195
<COMMON> 177,968
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 190,002
<TOTAL-COMMON-STOCKHOLDERS-EQ> 372,520
0
0
<LONG-TERM-DEBT-NET> 209,722
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 754,953
<TOT-CAPITALIZATION-AND-LIAB> 1,337,195
<GROSS-OPERATING-REVENUE> 1,110,603
<INCOME-TAX-EXPENSE> 19,694
<OTHER-OPERATING-EXPENSES> 1,037,544
<TOTAL-OPERATING-EXPENSES> 1,057,238
<OPERATING-INCOME-LOSS> 53,365
<OTHER-INCOME-NET> 2,063
<INCOME-BEFORE-INTEREST-EXPEN> 55,428
<TOTAL-INTEREST-EXPENSE> 14,064
<NET-INCOME> 41,364
0
<EARNINGS-AVAILABLE-FOR-COMM> 41,364
<COMMON-STOCK-DIVIDENDS> 53,503
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 109,651
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATING FINANCIAL STATEMENTS INCLUDED IN ITEM 10 OF CONSOLIDATED NATURAL
GAS COMPANY'S ANNUAL REPORT ON FORM U5S FOR THE YEAR ENDED DECEMBER 31,
1994, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
<SUBSIDIARY>
<NUMBER> 06
<NAME> PEOPLES NATURAL GAS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 418,656
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 133,199
<TOTAL-DEFERRED-CHARGES> 129,404
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 681,259
<COMMON> 165,535
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 73,427
<TOTAL-COMMON-STOCKHOLDERS-EQ> 238,962
0
0
<LONG-TERM-DEBT-NET> 130,651
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 311,646
<TOT-CAPITALIZATION-AND-LIAB> 681,259
<GROSS-OPERATING-REVENUE> 356,808
<INCOME-TAX-EXPENSE> 15,397
<OTHER-OPERATING-EXPENSES> 304,935
<TOTAL-OPERATING-EXPENSES> 320,332
<OPERATING-INCOME-LOSS> 36,476
<OTHER-INCOME-NET> (491)
<INCOME-BEFORE-INTEREST-EXPEN> 35,985
<TOTAL-INTEREST-EXPENSE> 11,727
<NET-INCOME> 24,258
0
<EARNINGS-AVAILABLE-FOR-COMM> 24,258
<COMMON-STOCK-DIVIDENDS> 26,934
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 40,470
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATING FINANCIAL STATEMENTS INCLUDED IN ITEM 10 OF CONSOLIDATED NATURAL
GAS COMPANY'S ANNUAL REPORT ON FORM U5S FOR THE YEAR ENDED DECEMBER 31,
1994, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
<SUBSIDIARY>
<NUMBER> 07
<NAME> VIRGINIA NATURAL GAS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 303,431
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 47,054
<TOTAL-DEFERRED-CHARGES> 11,066
<OTHER-ASSETS> 50
<TOTAL-ASSETS> 361,601
<COMMON> 109,697
<CAPITAL-SURPLUS-PAID-IN> 1,082
<RETAINED-EARNINGS> 4,409
<TOTAL-COMMON-STOCKHOLDERS-EQ> 171,709
0
0
<LONG-TERM-DEBT-NET> 89,418
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 4,000
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 96,474
<TOT-CAPITALIZATION-AND-LIAB> 361,601
<GROSS-OPERATING-REVENUE> 170,453
<INCOME-TAX-EXPENSE> 4,091
<OTHER-OPERATING-EXPENSES> 146,695
<TOTAL-OPERATING-EXPENSES> 150,786
<OPERATING-INCOME-LOSS> 19,667
<OTHER-INCOME-NET> (156)
<INCOME-BEFORE-INTEREST-EXPEN> 19,511
<TOTAL-INTEREST-EXPENSE> 8,539
<NET-INCOME> 10,972
0
<EARNINGS-AVAILABLE-FOR-COMM> 10,972
<COMMON-STOCK-DIVIDENDS> 11,350
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 41,854
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATING FINANCIAL STATEMENTS INCLUDED IN ITEM 10 OF CONSOLIDATED NATURAL
GAS COMPANY'S ANNUAL REPORT ON FORM U5S FOR THE YEAR ENDED DECEMBER 31,
1994, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
<SUBSIDIARY>
<NUMBER> 09
<NAME> WEST OHIO GAS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 36,074
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 24,677
<TOTAL-DEFERRED-CHARGES> 7,544
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 68,295
<COMMON> 13,590
<CAPITAL-SURPLUS-PAID-IN> 435
<RETAINED-EARNINGS> 9,472
<TOTAL-COMMON-STOCKHOLDERS-EQ> 23,497
0
0
<LONG-TERM-DEBT-NET> 12,639
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 32,159
<TOT-CAPITALIZATION-AND-LIAB> 68,295
<GROSS-OPERATING-REVENUE> 55,388
<INCOME-TAX-EXPENSE> 959
<OTHER-OPERATING-EXPENSES> 51,460
<TOTAL-OPERATING-EXPENSES> 52,419
<OPERATING-INCOME-LOSS> 2,969
<OTHER-INCOME-NET> (11)
<INCOME-BEFORE-INTEREST-EXPEN> 2,958
<TOTAL-INTEREST-EXPENSE> 799
<NET-INCOME> 2,159
0
<EARNINGS-AVAILABLE-FOR-COMM> 2,159
<COMMON-STOCK-DIVIDENDS> 2,202
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 3,671
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATING FINANCIAL STATEMENTS INCLUDED IN ITEM 10 OF CONSOLIDATED NATURAL
GAS COMPANY'S ANNUAL REPORT ON FORM U5S FOR THE YEAR ENDED DECEMBER 31,
1994, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
<SUBSIDIARY>
<NUMBER> 08
<NAME> HOPE GAS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 92,602
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 43,411
<TOTAL-DEFERRED-CHARGES> 6,777
<OTHER-ASSETS> 4,475
<TOTAL-ASSETS> 147,265
<COMMON> 40,900
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 16,803
<TOTAL-COMMON-STOCKHOLDERS-EQ> 57,703
0
0
<LONG-TERM-DEBT-NET> 38,499
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 51,063
<TOT-CAPITALIZATION-AND-LIAB> 147,265
<GROSS-OPERATING-REVENUE> 112,361
<INCOME-TAX-EXPENSE> 769
<OTHER-OPERATING-EXPENSES> 106,026
<TOTAL-OPERATING-EXPENSES> 106,795
<OPERATING-INCOME-LOSS> 5,566
<OTHER-INCOME-NET> 420
<INCOME-BEFORE-INTEREST-EXPEN> 5,986
<TOTAL-INTEREST-EXPENSE> 2,972
<NET-INCOME> 3,014
0
<EARNINGS-AVAILABLE-FOR-COMM> 3,014
<COMMON-STOCK-DIVIDENDS> 4,227
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (4,233)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
