UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
FOR THE QUARTER ENDED
SEPTEMBER 30, 1997
Commission File Number 1-3196
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CONSOLIDATED NATURAL GAS COMPANY
A Delaware Corporation
CNG Tower, 625 Liberty Avenue, Pittsburgh, PA 15222-3199
Telephone (412) 690-1000
IRS Employer Identification Number 13-0596475
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes___X___ No_______
Number of shares of Common Stock, $2.75 Par Value, outstanding at October 31,
1997: 95,474,621
<PAGE>
CONSOLIDATED NATURAL GAS COMPANY
FORM 10-Q QUARTERLY REPORT
For the Quarter Ended September 30, 1997
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF INCOME (Unaudited)
for the Three and Nine Months Ended September 30, 1997 and 1996. 1
CONDENSED CONSOLIDATED BALANCE SHEET
at September 30, 1997 (Unaudited), and December 31, 1996........ 2
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
for the Nine Months Ended September 30, 1997 and 1996........... 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS...................... 4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS....................... 6
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS......................................... 14
ITEM 2. CHANGES IN SECURITIES..................................... 14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES........................... 14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS....... 14
ITEM 5. OTHER INFORMATION......................................... 14
ITEM 6. EXHIBITS, AND REPORTS ON FORM 8-K......................... 14
SIGNATURES.......................................................... 15
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Natural Gas Company and Subsidiaries
CONSOLIDATED STATEMENT OF INCOME
(Unaudited) (Thousands of Dollars)
<TABLE>
<CAPTION>
________________________________________________________________________________
____________________________
Nine Months to
Three Months to
September 30
September 30
________________________ ____________________
1997
1996 1997 1996
_____________________________________________________________________________________
_______________________
<S> <C> <C>
<C> <C>
OPERATING REVENUES
Regulated gas sales . . . . . . . . . . . . . . . . $1,294,293
$1,165,054 $ 154,808 $150,648
Nonregulated gas sales . . . . . . . . . . . . . . . 1,477,584
743,283 472,495 221,193
__________
__________ __________ ________
Total gas sales . . . . . . . . . . . . . . . . 2,771,877
1,908,337 627,303 371,841
Gas transportation and storage . . . . . . . . . . . 339,522
341,388 96,609 99,467
Other . . . . . . . . . . . . . . . . . . . . . . . 748,531
315,366 406,565 123,749
__________
__________ __________ ________
Total operating revenues (Note 3). . . . . . . . 3,859,930
2,565,091 1,130,477 595,057
__________
__________ __________ ________
OPERATING EXPENSES
Purchased gas. . . . . . . . . . . . . . . . . . . . 1,898,463
1,043,591 429,481 183,963
Transport capacity and other purchased products . . 613,911
227,121 353,975 100,363
Operation expense (Note 4) . . . . . . . . . . . . . 503,156
483,092 167,310 159,450
Maintenance. . . . . . . . . . . . . . . . . . . . . 64,014
58,541 20,857 19,625
Depreciation and amortization. . . . . . . . . . . . 248,503
223,870 88,610 77,309
Taxes, other than income taxes . . . . . . . . . . . 147,346
143,706 43,385 43,302
__________
__________ __________ ________
Subtotal . . . . . . . . . . . . . . . . . . . . 3,475,393
2,179,921 1,103,618 584,012
__________
__________ __________ ________
Operating income before income taxes . . . . . . 384,537
385,170 26,859 11,045
Income taxes . . . . . . . . . . . . . . . . . . . . 106,295
109,658 3,830 (3,806)
__________
__________ __________ ________
Operating income . . . . . . . . . . . . . . . . 278,242
275,512 23,029 14,851
__________
__________ __________ ________
OTHER INCOME
Interest revenues. . . . . . . . . . . . . . . . . . 1,669
2,356 718 772
Other-net . . . . . . . . . . . . . . . . . . . . . 14,310
8,199 4,972 3,612
__________
__________ __________ ________
Total other income . . . . . . . . . 15,979
10,555 5,690 4,384
__________
__________ __________ ________
Income before interest charges . . . . . . . . . 294,221
286,067 28,719 19,235
__________
__________ __________ ________
INTEREST CHARGES
Interest on long-term debt . . . . . . . . . . . . . 78,250
74,082 25,821 24,695
Other interest expense . . . . . . . . . . . . . . . 5,533
5,631 186 1,038
Allowance for funds used during construction . . . . (4,576)
(3,945) (1,826) (1,380)
__________
__________ __________ ________
Total interest charges . . . . . . . . . . . . . 79,207
75,768 24,181 24,353
__________
__________ __________ ________
NET INCOME (LOSS). . . . . . . . . . . . . . . . . . $ 215,014 $
210,299 $ 4,538 $ (5,118)
==========
========== ========== ========
Earnings (loss) per share of common stock,
based on average shares outstanding . . . . . . $2.26
$2.23 $ .05 $(.05)
Average common shares outstanding
(thousands). . . . . . . . . . . . . . . . . . . 95,121
94,284 95,366 94,637
Dividends declared per common share. . . . . . . . $1.455
$1.455 $.485 $.485
_____________________________________________________________________________________
_______________________
</TABLE>
The Notes to Consolidated Financial Statements are an integral part of this
statement.
1
<PAGE>
ITEM 1. FINANCIAL STATEMENTS (Continued)
Consolidated Natural Gas Company and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEET
(Thousands of Dollars)
_____________________________________________________________________________
At September
30, 1997 At December
(Unaudited) 31, 1996
_____________________________________________________________________________
ASSETS
PROPERTY, PLANT AND EQUIPMENT
Gas utility and other plant.................... $ 4,975,746 $ 4,848,392
Accumulated depreciation and amortization...... (1,935,358) (1,840,129)
___________ ___________
Net gas utility and other plant........... 3,040,388 3,008,263
___________ ___________
Exploration and production properties.......... 3,624,332 3,455,813
Accumulated depreciation and amortization...... (2,511,716) (2,386,776)
___________ ___________
Net exploration and production properties. 1,112,616 1,069,037
___________ ___________
Net property, plant and equipment......... 4,153,004 4,077,300
___________ ___________
CURRENT ASSETS
Cash and temporary cash investments............ 33,445 44,524
Accounts receivable, less allowance for
doubtful accounts............................ 537,578 793,565
Gas stored - current portion................... 216,978 170,513
Materials and supplies (average cost method)... 35,846 33,070
Unrecovered gas costs.......................... 45,790 108,016
Deferred income taxes - current (net).......... 2,886 -
Prepayments and other current assets........... 181,157 243,333
___________ ___________
Total current assets...................... 1,053,680 1,393,021
___________ ___________
REGULATORY AND OTHER ASSETS
Unamortized abandoned facilities............... 5,678 15,791
Other investments.............................. 157,276 149,858
Deferred charges and other assets (Note 3)..... 411,011 364,635
___________ ___________
Total regulatory and other assets......... 573,965 530,284
___________ ___________
Total assets.............................. $ 5,780,649 $ 6,000,605
=========== ===========
STOCKHOLDERS' EQUITY AND LIABILITIES
CAPITALIZATION
Common stockholders' equity (Notes 5 and 6)
Common stock, par $2.75
(Issued: 1997 - 95,461,940 shares;
1996 - 94,933,631 shares).................. $ 262,520 $ 261,068
Capital in excess of par value............... 559,746 537,002
Retained earnings............................ 1,501,079 1,424,624
Unearned compensation........................ (13,322) (17,542)
___________ ___________
Total common stockholders' equity......... 2,310,023 2,205,152
Long-term debt................................. 1,407,550 1,426,315
___________ ___________
Total capitalization...................... 3,717,573 3,631,467
___________ ___________
CURRENT LIABILITIES
Current maturities on long-term debt........... 19,625 104,000
Commercial paper............................... 233,400 374,000
Accounts payable............................... 438,474 535,296
Estimated rate contingencies and
refunds (Note 3)............................. 32,532 21,602
Amounts payable to customers................... 37,914 -
Taxes accrued.................................. 116,471 97,336
Deferred income taxes - current (net).......... - 36,096
Other current liabilities...................... 179,626 196,090
___________ ___________
Total current liabilities................. 1,058,042 1,364,420
___________ ___________
DEFERRED CREDITS
Deferred income taxes.......................... 699,221 681,334
Accumulated deferred investment tax credits.... 27,199 28,838
Deferred credits and other liabilities......... 278,614 294,546
___________ ___________
Total deferred credits.................... 1,005,034 1,004,718
___________ ___________
COMMITMENTS AND CONTINGENCIES
___________ ___________
Total stockholders' equity and liabilities $ 5,780,649 $ 6,000,605
=========== ===========
_____________________________________________________________________________
The Notes to Consolidated Financial Statements are an integral part of this
statement.
2
<PAGE>
ITEM 1. FINANCIAL STATEMENTS (Continued)
Consolidated Natural Gas Company and Subsidiaries
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited) (Thousands of Dollars)
_____________________________________________________________________________
Nine Months
to September 30
_____________________
1997 1996
_____________________________________________________________________________
CASH FLOWS FROM OPERATING ACTIVITIES
Net income....................................... $ 215,014 $ 210,299
Adjustments to reconcile net income to net
cash provided by operating activities
Depreciation and amortization................ 248,503 223,870
Deferred income taxes-net.................... (30,110) 65,402
Changes in current assets and
current liabilities
Accounts receivable-net.................... 254,844 293,450
Inventories................................ (49,241) (109,048)
Unrecovered gas costs...................... 62,226 (81,703)
Accounts payable........................... (93,096) (121,130)
Estimated rate contingencies and refunds... 10,930 (35,050)
Amounts payable to customers............... 37,914 (40,315)
Taxes accrued.............................. 19,135 (97,065)
Other-net.................................. 45,216 45,188
Changes in other assets and
other liabilities.......................... (24,619) 3,340
Other........................................ 114 505
_________ _________
Net cash provided by operating activities 696,830 357,743
_________ _________
CASH FLOWS USED IN INVESTING ACTIVITIES
Plant construction and other property additions.. (335,866) (297,649)
Proceeds from dispositions of property, plant
and equipment-net.............................. (5,672) 9,748
Cost of other investments-net.................... (6,403) (37,397)
_________ _________
Net cash used in investing activities.... (347,941) (325,298)
_________ _________
CASH FLOWS PROVIDED BY (OR USED IN) FINANCING ACTIVITIES
Issuance of common stock......................... 22,084 32,617
Repayments of debentures......................... (100,000) -
Unsecured loan repayment ........................ (4,000) (4,000)
Commercial paper-net............................. (139,816) 73,307
Dividends paid................................... (138,303) (137,072)
Other-net........................................ 67 3
_________ _________
Net cash used in financing activities.... (359,968) (35,145)
_________ _________
Net decrease in cash and
temporary cash investments............... (11,079) (2,700)
CASH AND TEMPORARY CASH INVESTMENTS AT JANUARY 1. 44,524 36,277
_________ _________
CASH AND TEMPORARY CASH INVESTMENTS AT SEPTEMBER 30 $ 33,445 $ 33,577
========= =========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for
Interest (net of amounts capitalized).......... $ 65,130 $ 65,411
Income taxes (net of refunds).................. $ 83,689 $ 78,970
Non-cash financing activities
Issuance of common stock under benefit plans... $ 1,893 $ 23,720
Conversion of 7 1/4% Convertible
Subordinated Debentures...................... $ 40 $ -
_____________________________________________________________________________
The Notes to Consolidated Financial Statements are an integral part of this
statement.
3
<PAGE>
ITEM 1. FINANCIAL STATEMENTS (Continued)
Consolidated Natural Gas Company and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) With the exception of the Condensed Consolidated Balance Sheet at
December 31, 1996, which is derived from the Consolidated Balance Sheet at
that date which was included in Exhibit 99 to the Annual Report to the
Securities and Exchange Commission (SEC) on Form 10-K for 1996 (1996 Form
10-K), the consolidated financial statements appearing on pages 1 through 3
are unaudited. In the opinion of management, the information furnished
reflects all adjustments necessary to a fair statement of the results for
the interim periods presented.
(2) Because a major portion of the gas sold or transported by the
Company's distribution and transmission operations is ultimately used
for space heating, both revenues and earnings are subject to seasonal
fluctuations. Because of low seasonal demand for gas during the summer
months, third quarter results are usually the least significant of the year
for the Company. Seasonal fluctuations are further influenced by the timing
of price relief granted under regulation to compensate for past cost
increases.
(3) Certain increases in prices by the Company and other rate-making
issues are subject to final modification in regulatory proceedings. The
related accumulated provisions pertaining to these matters were $6,851,000
and $13,821,000 at December 31, 1996, and September 30, 1997, respectively,
including interest. These amounts are reported in the Condensed Consolidated
Balance Sheet under "Estimated rate contingencies and refunds" together with
$14,751,000 and $18,711,000, respectively, which are primarily refunds
received from suppliers and refundable to customers under regulatory
procedures.
The distribution subsidiaries have incurred or are expected to incur
obligations to upstream pipeline companies for transition costs under Federal
Energy Regulatory Commission (FERC) Order 636. The total estimated liability
for such costs was $27,727,000 and $16,344,000 at December 31, 1996, and
September 30, 1997, respectively. Additional amounts may be accrued in the
future once the pipeline companies receive final FERC approval to recover
these costs. Based on management's current estimates, the distribution
subsidiaries' portion of such costs is not expected to be material.
Based on regulatory actions in two jurisdictions and the past
rate-making treatment of similar costs in the other jurisdictions, management
believes that the distribution subsidiaries should generally be able to pass
through all Order 636 transition costs to their customers.
(4) In January 1996, unions at two subsidiaries approved the adoption
of a workforce reduction program that consisted of a voluntary early
retirement program and a voluntary separation program. The early retirement
program was offered from February 1 through March 31, 1996, with eligible
employees retiring effective April 1, 1996. The voluntary separation program
involved severance benefit payments to affected employees. A total of 73
eligible employees elected to accept the early retirement offer and an
additional 57 employees were separated from the Company under the voluntary
separation program. Accordingly, the Company recorded charges to earnings
in the first quarter of 1996 amounting to $3,379,000 for retirement incentives
and severance costs, which reduced 1996 first quarter net income by $2,069,000,
or 2 cents a share.
4
<PAGE>
ITEM 1. FINANCIAL STATEMENTS (Concluded)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Concluded)
(5) A summary of the changes in common stock, capital in excess of par
value, unearned compensation and treasury stock subsequent to December 31,
1996, follows:
<TABLE>
<CAPTION>
________________________________________________________________________________
____________________________
Common Stock
Issued
Treasury Stock
____________________ Capital in
____________________
Number Value Excess of
Unearned Number
of Shares at Par Par Value
Compensation of Shares Cost
________________________________________________________________________________
____________________________
(In Thousands)
<S> <C> <C> <C> <C>
<C> <C>
At December 31, 1996............. 94,934 $261,068 $537,002
$(17,542) - $ -
Common stock issued
Stock options.................. 451 1,239 17,455
- - - -
Dividend Reinvestment Plan..... 62 171 3,244
- - - -
Stock awards-net............... 25 69 1,319
(1,358) - -
Conversion of debentures....... 1 2 38
- - - -
Performance shares-net......... (11) (29) (106)
135 - -
Amortization and adjustment.... - - 640
5,443 - -
Purchase of treasury stock....... - - -
- - (220) (12,248)
Sale of treasury stock and other. - - 154
- - 220 12,248
______ ________ ________
________ _____ _______
At September 30, 1997........... 95,462 $262,520 $559,746
$(13,322) - $ -
====== ======== ========
======== ===== =======
________________________________________________________________________________
____________________________
</TABLE>
(6) One of the Company's indentures relating to senior debenture issues
contains restrictions on dividend payments by the Company and acquisitions
of its capital stock. Under these provisions, $677,769,000 of consolidated
retained earnings was free from such restrictions at September 30, 1997.
(7) In February 1997, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings
per Share." SFAS No. 128 establishes new standards for computing and
presenting earnings per share. Beginning with the year ending December 31,
1997, the Company is required to adopt the provisions of SFAS No. 128 for its
consolidated financial statements for all periods presented.
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income," and SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information." SFAS No. 130 establishes standards for reporting and
display of comprehensive income and its components. The Company is required
to adopt the provisions of SFAS No. 130 beginning with its consolidated
financial statements for the three months ending March 31, 1998. SFAS No. 131
requires certain disclosures about segment information in interim and annual
financial statements and related information about products and services,
geographic areas and major customers. The Company must adopt the provisions
of SFAS No. 131 for its consolidated financial statements for the year ending
December 31, 1998.
The adoptions of SFAS No. 128, SFAS No. 130 and SFAS No. 131 are not
expected to have a material effect on the Company's financial position,
results of operations or cash flows.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FINANCIAL CONDITION
Because of the low seasonal demand for gas during the summer months, sales and
transportation revenues are lower during this period compared to the first and
second quarters, and the third quarter results generally range from a loss to
a small profit. As shown in the Condensed Consolidated Statement of Cash
Flows, net cash provided by operating activities was $696.8 million and $357.7
million for the nine months ended September 30, 1997 and 1996, respectively.
The increase in net cash provided by operating activities in 1997 is due in
part to higher gas sales revenues in 1997, including the recovery of previously
deferred purchased gas costs by the distribution subsidiaries, and the payment
of customer refunds in 1996 that did not recur in 1997. In addition to
satisfying cash requirements for operations, capital expenditures, and dividend
payments in the current nine-month period, available cash was used to reduce
the amount of commercial paper borrowings outstanding at the end of 1996. The
Company also redeemed at maturity during the first quarter of 1997 its $100
million 9 3/8% debenture issue.
Due to the seasonality of the regulated subsidiaries' heating business, the
balance sheet at the end of September customarily shows a significant decrease
in accounts receivable from the balance at the end of the previous year. Also,
by September 30, gas inventories which had been withdrawn during the early part
of the year have been substantially replenished for the forthcoming heating
season.
During the remainder of 1997, funds required for the capital spending program
as well as other general corporate purposes are expected to be obtained
principally from internal cash generation. The sale of commercial paper
will be used to provide short-term financing to the subsidiaries, primarily
for gas inventory and other working capital requirements.
The Company's short-term credit agreement totaling $775 million is available
to support commercial paper borrowings. In addition, borrowings under the
short-term credit agreement may be used to temporarily finance capital
expenditures. There were no amounts outstanding under this credit agreement
at September 30, 1997. Although the Company does not currently anticipate the
need for additional external financing during the remainder of 1997, such
funds, if necessary, could be obtained through the issuance of new debt and/or
equity securities. In this regard, the Company has a shelf registration
with the SEC that permits the sale of up to $1 billion of debt securities or up
to $950 million of equity securities. This shelf registration became effective
in July 1997 and replaced the Company's former shelf registration. The amount
and timing of any future sale of these securities will depend on capital
requirements, including financing necessary to enable the Company to pursue
asset acquisition opportunities, and financial market conditions.
In connection with this discussion of financial condition, reference is also
made to Notes 3, 5 and 6 to the consolidated financial statements.
RESULTS OF OPERATIONS
A major portion of the gas sold or transported by the Company's distribution
and transmission operations is ultimately used for space heating. As a
result, earnings are affected by changes in the weather. Because most
of the operating subsidiaries are subject to price regulation by federal or
state commissions, earnings can be affected by regulatory delays when price
increases are sought through general rate filings to recover certain higher
costs of operation.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
SYSTEM RESULTS
The Company reported net income for the first nine months of 1997 of
$215,014,000, or $2.26 per share, compared with net income of $210,299,000,
or $2.23 per share, in the first nine months of 1996. For the third quarter
of 1997, the Company reported net income of $4,538,000, or 5 cents a share,
compared with a net loss of $5,118,000, or 5 cents a share, in the prior year
period.
The favorable earnings impact of increased gas and oil production and continued
cost containment efforts more than offset the effects of warmer weather in the
first part of the year and the decline in average wellhead prices for gas and
oil for the first nine months of 1997. The improved results in the 1997 third
quarter reflect the impact of increased gas and oil production, higher average
gas wellhead prices and cost containment efforts compared to the prior year
quarter. The Company's distribution operations normally experience an operating
loss in the third quarter because of low seasonal demand for gas in the summer
months.
Weather in the Company's retail service territories through the first nine
months of 1997 was 7.6 percent warmer than 1996 and .3 percent colder than
normal.
OPERATING REVENUES
Regulated gas sales revenues increased $129.3 million, to $1,294.3 million,
in the first nine months of 1997 despite sales volumes decreasing 16.9 billion
cubic feet (Bcf) to 186.8 Bcf due to warmer weather in 1997. Sales revenues
attributable to the Company's residential and commercial customers increased
in the first nine months of 1997 as higher average sales rates, reflecting the
recovery of previously deferred purchased gas costs, more than offset reduced
sales volumes compared to 1996. In the 1997 third quarter, regulated gas sales
revenues increased $4.2 million, to $154.8 million, due to both higher gas
sales rates and slightly higher sales volumes for residential and commercial
customers. The impact of reduced sales volumes for the Company's industrial
customers more than offset higher average sales rates for that customer class
in the first nine months and third quarter of 1997.
In the first nine months of 1997, nonregulated gas sales revenues increased
$734.3 million, to $1,477.6 million, with sales volumes increasing 279.1 Bcf
to 561.1 Bcf. Third quarter 1997 nonregulated gas sales revenues increased
$251.3 million, to $472.5 million, as sales volumes increased 111.1 Bcf to
203.6 Bcf. The increases in nonregulated gas sales revenues and volumes
in both 1997 periods were attributable chiefly to the energy marketing services
operations. The revenue and volume increases also reflect increased gas
production at CNG Producing Company (CNG Producing).
Gas transportation and storage revenues were $339.5 million in the first nine
months of 1997, down $1.9 million from the comparable 1996 period. The effect
of lower gas transportation revenues outweighed the impact of slightly higher
storage service revenues in the period. Gas transportation and storage revenues
decreased $2.9 million in the third quarter of 1997 compared with the prior
year period due primarily to lower gas transportation revenues at CNG
Transmission Corporation (CNG Transmission).
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Other operating revenues increased $433.1 million, to $748.5 million, in the
first nine months of 1997. Electricity sales by the energy marketing services
component increased $358.7 million compared to the first nine months of 1996
due to higher volumes. Revenues from oil brokering were up $32.8 million,
while revenues from the sale of oil and condensate production increased
$27.8 million, both due to higher volumes which more than offset a reduction
in oil prices. Revenues from the sale of products extracted from natural gas
increased $5.8 million in the first nine months of 1997. Other revenues
increased $8.0 million in the first nine months of 1997. In the third quarter
of 1997, total other operating revenues increased $282.7 million compared to
1996 due largely to increased revenues from sales of electricity, oil and
condensate production and oil brokering.
OPERATING EXPENSES
Operating expenses, excluding income taxes, increased $1,295.5 million in the
first nine months of 1997 and $519.6 million in the third quarter. Total
purchased gas expense increased $854.9 million in the first nine months and
$245.5 million in the third quarter of 1997 compared to the prior year periods.
Increased volume requirements in connection with nonregulated gas sales and the
recognition of previously deferred purchased gas costs during both 1997
periods contributed to the increases. Transport capacity and other purchased
products expense was higher in both 1997 periods, increasing $386.8 million
in the first nine months and $253.7 million in the third quarter due
primarily to electricity purchased for resale by the energy marketing services
component and oil purchased for resale by CNG Producing. Combined operation
and maintenance expense increased $25.6 million in the first nine months of
1997 and $9.1 million in the third quarter. The increase in the nine month
period was due largely to adjustments of reserves for pipeline settlements
and receivables recorded in the 1997 second quarter by the energy marketing
services component, while higher royalty expense and production-related costs
contributed to the increase in operating expense in both 1997 periods. The
higher costs were partially offset by lower employee-related costs and, for
the first nine months of 1997, the absence of workforce reduction costs (see
Note 4 to the consolidated financial statements, page 4). Depreciation and
amortization expense increased $24.6 million in the first nine months of 1997
and $11.3 million in the third quarter due primarily to higher gas and oil
production volumes in both periods. Taxes, other than income taxes, were up
$3.6 million in the first nine months of 1997 compared to the year-ago period
due in part to higher property taxes, and were unchanged in the third quarter.
Income taxes decreased $3.4 million in the first nine months of 1997 and
increased $7.6 million in the third quarter compared to the respective 1996
periods due primarily to changes in the level of taxable income.
INTEREST REVENUES AND INTEREST CHARGES
Interest revenues were $1.7 million in the first nine months of 1997, down
$.7 million from the prior year due in part to the resolution of certain
regulatory matters in the first quarter of 1997. Third quarter 1997 interest
revenues declined slightly compared to the prior year. Total interest charges
increased $3.4 million in the first nine months of 1997, due primarily to
interest expense related to the $300 million of debentures issued in the
fourth quarter of 1996. Third quarter 1997 total interest charges were down
$.2 million compared to the year-ago period as a decline in other interest
expense helped to offset higher interest charges on long-term debt.
In connection with this discussion of results of operations, reference is
also made to Notes 2 and 3 to the consolidated financial statements.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
DATA BY BUSINESS COMPONENTS
The following table sets forth certain data for the components of the
Company's business.
____________________________________________________________________________
Nine Months to Three Months to
September 30 September 30
__________________ ________________
1997 1996 1997 1996
____________________________________________________________________________
OPERATING INCOME BEFORE INCOME TAXES (In Millions)
Distribution . . . . . . . . . . . . . $ 171.2 $ 175.9 $ (28.5) $ (37.4)
Transmission . . . . . . . . . . . . . 138.7 133.9 32.1 35.3
Exploration and production . . . . . . 112.0 89.7 38.6 26.0
Energy marketing services. . . . . . . (19.3) (7.8) (5.5) (10.0)
Other. . . . . . . . . . . . . . . . . (7.7) (.2) (5.1) (.8)
Corporate and eliminations . . . . . . (10.4) (6.3) (4.8) (2.0)
________ ________ ________ _______
Total. . . . . . . . . . . . . . . . $ 384.5 $ 385.2 $ 26.8 $ 11.1
======== ======== ======== =======
OPERATING REVENUES (In Millions)
Distribution . . . . . . . . . . . . . $1,409.0 $1,273.8 $ 184.2 $ 176.2
Transmission . . . . . . . . . . . . . 352.2 367.3 101.0 108.8
Exploration and production . . . . . . 518.4 446.0 187.4 154.5
Energy marketing services. . . . . . . 2,029.3 907.8 797.9 286.4
Other. . . . . . . . . . . . . . . . . 26.3 13.6 8.1 4.6
Corporate and eliminations . . . . . . (475.3) (443.4) (148.2) (135.4)
________ ________ ________ _______
Total. . . . . . . . . . . . . . . . $3,859.9 $2,565.1 $1,130.4 $ 595.1
======== ======== ======== =======
GAS SALES (In Bcf)
Distribution . . . . . . . . . . . . . 186.8 203.9 18.3 18.2
Exploration and production . . . . . . 123.8 118.2 42.8 40.4
Energy marketing services. . . . . . . 584.4 300.9 210.4 99.0
Other. . . . . . . . . . . . . . . . . 2.8 - 2.8 -
Eliminations . . . . . . . . . . . . . (149.9) (137.3) (52.4) (46.9)
________ ________ ________ _______
Total sales. . . . . . . . . . . . . 747.9 485.7 221.9 110.7
======== ======== ======== =======
GAS TRANSPORTATION (In Bcf)
Distribution . . . . . . . . . . . . . 133.5 126.0 34.9 32.4
Transmission . . . . . . . . . . . . . 521.3 548.9 110.9 117.6
Exploration and production . . . . . . .6 1.4 .1 .5
Energy marketing services. . . . . . . 17.5 2.3 3.2 .7
Eliminations . . . . . . . . . . . . . (131.1) (133.4) (25.8) (20.6)
________ ________ ________ _______
Total transportation . . . . . . . . 541.8 545.2 123.3 130.6
======== ======== ======== =======
_____________________________________________________________________________
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
DISTRIBUTION
Operating income before income taxes of the gas distribution operations was
$171.2 million in the first nine months of 1997, compared to $175.9 million
in the first nine months of 1996. Distribution throughput in the first nine
months of 1997 declined 3 percent to 320.3 Bcf, reflecting weather that was
warmer than 1996. The effect of the weather in the first nine months of 1997
more than offset the impact of lower operation and maintenance expenses
compared to the prior year period.
Residential gas sales volumes decreased 8.4 Bcf in the first nine months of
1997 to 142.0 Bcf. Sales to commercial customers declined 5.6 Bcf to 41.5 Bcf
while volumes transported to these customers increased 4.3 Bcf to 29.7 Bcf.
Total deliveries to industrial customers was 101.1 Bcf, unchanged from the
prior year. Industrial transport volumes were up 1.7 Bcf to 98.0 Bcf, while
sales volumes declined 1.7 Bcf to 3.1 Bcf. Off-system transport volumes were
up 1.5 Bcf in the first nine months of 1997.
In the third quarter of 1997, the distribution operations reported an operating
loss before income taxes of $28.5 million, compared to an operating loss before
income taxes of $37.4 million in the 1996 third quarter. Lower operation and
maintenance expenses and higher gas transportation revenues contributed to the
improved third quarter results. Residential gas sales volumes of 13.6 Bcf
were up .3 Bcf compared to the 1996 quarter. Commercial sales volumes were
up .1 Bcf, to 4.2 Bcf, while gas transported to these customers was 4.3 Bcf,
up .5 Bcf. Deliveries to industrial customers increased 1.0 Bcf reflecting
an increase in transport volumes of 1.3 Bcf partially offset by a decline in
sales volumes of .3 Bcf.
TRANSMISSION
Operating income before income taxes of the gas transmission operations in
the first nine months of 1997 was $138.7 million, up $4.8 million from $133.9
million in the 1996 period. In the third quarter of 1997, operating income
before income taxes was $32.1 million, a decrease of $3.2 million from 1996.
The improved operating results for the first nine months of 1997 reflect lower
costs, the settlement of certain regulatory issues, and workforce reduction
charges totaling $3.4 million in the 1996 first quarter that did not recur in
1997. The 1996 quarter included the favorable impact of the resolution of
certain rate issues.
Gas throughput, consisting entirely of transportation volumes, was 521.3 Bcf
in the first nine months of 1997, down from 548.9 Bcf in 1996. Gas throughput
was 110.9 Bcf in the third quarter of 1997, down 6.7 Bcf from 1996.
EXPLORATION AND PRODUCTION
The exploration and production operations reported operating income before
income taxes of $112.0 million in the first nine months of 1997, up 25
percent compared to the first nine months of 1996. In the third quarter,
operating income before income taxes was $38.6 million, up 49 percent compared
to the 1996 quarter. The 1997 results for both periods reflect increased gas
and oil production that more than offset the impact of lower oil wellhead
prices and increased operating costs related to bringing certain new
production on line and increased workover activity.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
The Company's average gas wellhead price in the first nine months of 1997 was
$2.39 a thousand cubic feet (Mcf), down a penny from $2.40 in 1996. In the
third quarter, the average gas price was $2.27 per Mcf, up from $2.24 in the
third quarter of 1996. Gas production in the first nine months of 1997 was
116.9 Bcf, up 12 percent from 104.4 Bcf in 1996. Third quarter gas production
was 41.4 Bcf, up 12 percent from 36.9 Bcf in the 1996 quarter. Production
from several new fields in the Gulf of Mexico contributed to the increase in
gas production in both 1997 periods. The Company's oil wellhead prices
averaged $16.21 a barrel in the first nine months of 1997 compared to $17.19
a barrel in the first nine months of 1996, while prices for the third quarter
averaged $16.00 a barrel in 1997 compared to $17.63 in 1996. The decline in
oil prices for both 1997 periods is consistent with the worldwide trend in
prices during the year. These price declines were more than offset by
increased oil production in both 1997 periods. Oil production was 5.3 million
barrels in the first nine months of 1997, up 56 percent from 3.4 million
barrels in 1996. Third quarter 1997 oil production was 2.2 million barrels,
up 75 percent from 1.3 million barrels in 1996. The increase in oil
production in 1997 is due largely to the impact of Neptune, one of the
Company's deep-water projects in the Gulf of Mexico which began production
in March 1997, and increased drilling activity in Canada.
ENERGY MARKETING SERVICES
Energy marketing services reported an operating loss before income taxes of
$19.3 million in the first nine months of 1997, compared to an operating
loss before income taxes of $7.8 million in 1996. For the third quarter,
energy marketing services reported an operating loss before income taxes of
$5.5 million, compared to an operating loss before income taxes of $10.0
million in 1996. The increased operating loss in the first nine months of
1997 is due chiefly to charges recorded in the 1997 second quarter in
connection with reserves for pipeline settlements and receivables. Reduced
gross margins and higher overhead costs also contributed to the operating
results in both 1997 periods. The 1996 third quarter loss occurred in part
because this component contracted for quantities of natural gas to supply
power plants during the summer air-conditioning season; these quantities
proved to be too high when third quarter weather turned cooler than expected.
Total throughput for this component was 601.9 Bcf in the first nine months
of 1997, an increase from 303.2 Bcf in 1996. For the third quarter of 1997,
total throughput was 213.6 Bcf, compared to 99.7 Bcf in the prior year period.
This component reduced transaction volumes in both 1996 periods due to market
conditions and low gas margins. Power marketing, or electricity sold,
increased in the first nine months of 1997 to 17,930,000 megawatt-hours
compared with 2,791,000 megawatt-hours in 1996. Electricity marketed in the
1997 third quarter was 10,804,000 megawatt-hours compared to 1,494,000
megawatt-hours in 1996.
This component reported equity income of $5.7 million in the first nine months
of 1997, compared to $5.0 million in 1996, in connection with its ownership
interests in seven independent power plants and several joint ventures. Third
quarter equity income was $2.5 million in 1997, unchanged from 1996. These
amounts are not included in this component's operating income before income
taxes.
OTHER
The operating loss before income taxes for "Other" for the first nine months
of 1997 was $7.7 million, compared to an operating loss before income taxes
of $.2 million in the prior year period. For the third quarter of 1997,
"Other" reported an operating loss before income taxes of $5.1 million,
compared to $.8 million in 1996. The increased operating losses in both 1997
periods resulted primarily from the additional costs incurred in connection
with the Company's retail marketing and international operations.
11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
SELECTED TWELVE-MONTH DATA
The following selected financial data (unaudited) relates to the twelve months
ended September 30, 1997 (in thousands of dollars):
______________________________________________________________________________
Operating revenues..................................... $5,089,148
Operating expenses..................................... 4,541,807
Operating income before income taxes............... 547,341
Income taxes........................................... 152,467
Other income........................................... 14,728
Interest charges....................................... 106,614
Net income......................................... $ 302,988*
Earnings per share of common stock................. $3.19*
Average common shares outstanding (thousands)...... 95,061
Times fixed charges earned............................. 4.65
______________________________________________________________________________
*Includes net charges related to workforce reductions totaling $6,348,000
after taxes, or 7 cents a share.
OTHER INFORMATION
FEDERAL AND STATE REGULATORY MATTERS
As previously reported, on July 1, 1997, CNG Transmission filed a general rate
filing with the FERC requesting an annual revenue increase of $71 million,
related surcharges of approximately $12 million, and permission to establish
market-based pricing for some of its transportation and storage services. The
filing sought to accelerate recovery of part of the Company's investment in
gathering facilities which will enable CNG Transmission to fully unbundle
its gathering facilities by January 1, 2001 in accordance with prior rate case
settlements. The filing reflects a proposed rate of return on equity of 14.5
percent. On July 31, 1997 the FERC accepted in part, and rejected in part,
the filing. The FERC's actions included permission to place increased rates
into effect January 1, 1998, subject to refund, the establishment of hearing
procedures and rejection of the proposal to establish market-based rates.
Also as previously reported, on July 2, 1997, the Public Utilities Commission
of Ohio (PUCO) approved The East Ohio Gas Company's (East Ohio) "Energy Choice"
program which will allow approximately 15 percent of East Ohio's residential
and small business customers the opportunity to purchase their natural gas
from competing suppliers, if they so choose. East Ohio will continue to be
responsible for transporting the gas to its customers. Competing suppliers
will be permitted to market and deliver gas to East Ohio's customers beginning
in the fourth quarter of 1997. After 18 months, the PUCO will determine if
the Energy Choice program should be expanded to include additional East Ohio
customers.
YEAR 2000 TECHNOLOGY ISSUE
Similar to all business entities, the Company will be impacted by the inability
of computer application software programs to distinguish between the year 1900
and 2000 due to a commonly-used programming convention. Unless such programs
are modified or replaced prior to 2000, calculations and interpretations based
on date-based arithmetic or logical operations performed by such programs may
be incorrect.
Management is assessing the Company's exposure on this issue and is developing
a plan to upgrade the affected software programs. Also, the Company is
currently replacing many of its financial and operating software programs
with new programs that will be Year 2000 compliant. As a result, the effect
of costs associated with Year 2000 issues and the associated risks of system
failure on the Company's financial position, results of operations or cash
flows is not expected to be material.
12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Concluded)
POSSIBLE SALE OF COGENERATION INVESTMENTS
The Company is considering the sale of one or more of its interests in
independent power plants. The effect of such transactions on the Company's
financial position, results of operations or cash flows is not expected
to be material.
EXPLORATION AND PRODUCTION
CNG Producing, acting alone or with partners, was the high bidder on 13 tracts
offered at the federal government's August 27, 1997 Gulf of Mexico lease sale.
The Company's bids totaled $11.5 million for a 100 percent working interest
in one tract, 67 percent working interests in three tracts, 50 percent working
interests in eight tracts and a 33 percent working interest in the remaining
property. Seven of the bids must still be accepted by the government.
FORWARD-LOOKING INFORMATION
Certain matters discussed in this Form 10-Q, including Management's Discussion
and Analysis of Financial Condition and Results of Operations, are
"forward-looking statements" intended to qualify for the safe harbors from
liability established by the Private Securities Litigation Reform Act of 1995.
These forward-looking statements can generally be identified as such because
the context of the statement will include words such as the Company "believes,"
"anticipates," "expects" or words of similar import. Similarly, statements
that describe the Company's future plans, objectives or goals are also
forward-looking statements. Such statements may address future events
and conditions concerning capital expenditures, earnings, litigation,
rate and other regulatory matters, liquidity and capital resources, and
financial accounting matters. Actual results in each instance could differ
materially from those currently anticipated in such statements, due to
factors such as: natural gas and electric industry restructuring, including
ongoing state and federal activities; the weather; demographics; general
economic conditions and specific economic conditions in the Company's
distribution service areas; developments in the legislative, regulatory
and competitive markets in which the Company operates; and other circumstances
affecting anticipated revenues and costs.
**********
In connection with the financial information included in PART I of this
report, reference is made to the Company's 1996 Form 10-K, including
Exhibit 99 thereto, and its quarterly reports to the SEC on Form 10-Q
for the quarters ended March 31 and June 30, 1997.
13
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There have been no material new legal proceedings instituted in the third
quarter of 1997, and there have been no material developments during the
quarter in the legal proceedings disclosed in the Company's 1996 Form 10-K
or in any earlier Form 10-Q for 1997 as then pending.
ITEM 2. CHANGES IN SECURITIES
(a) None.
(b) Limitations on the payment of dividends by the Company are set forth
in Note 6 to the consolidated financial statements, page 5, and reference
is made thereto.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None, other than as described elsewhere in this report.
ITEM 6. EXHIBITS, AND REPORTS ON FORM 8-K
Reports on Form 8-K - None
EXHIBITS
______________________________________________________________________________
SEC
Exhibit
Number Description of Exhibit
______________________________________________________________________________
(11) Statement re Computation of Per Share Earnings:
Computations of Earnings Per Share of Common Stock, Primary Earnings
Per Share, and Fully Diluted Earnings Per Share of Consolidated
Natural Gas Company and Subsidiaries for the three months and nine
months ended September 30, 1997 and 1996
(12) Statement re Computation of Ratios:
Ratio of Earnings to Fixed Charges of Consolidated Natural Gas Company
and Subsidiaries for the twelve months ended September 30, 1997
(27) Financial Data Schedule has been filed electronically
______________________________________________________________________________
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CONSOLIDATED NATURAL GAS COMPANY
_______________________________________
(Registrant)
D. M. WESTFALL
_______________________________________
D. M. Westfall
Senior Vice President
and Chief Financial Officer
S. R. MCGREEVY
_______________________________________
S. R. McGreevy, Vice President,
Accounting and Financial Control
November 12, 1997
15
<PAGE>
EXHIBIT INDEX
______________________________________________________________________________
SEC
Exhibit
Number Description of Exhibit
______________________________________________________________________________
(11) Statement re Computation of Per Share Earnings:
Computations of Earnings Per Share of Common Stock, Primary Earnings
Per Share, and Fully Diluted Earnings Per Share of Consolidated
Natural Gas Company and Subsidiaries for the three months and nine
months ended September 30, 1997 and 1996 is filed herewith
(12) Statement re Computation of Ratios:
Ratio of Earnings to Fixed Charges of Consolidated Natural Gas Company
and Subsidiaries for the twelve months ended September 30, 1997 is
filed herewith
(27) Financial Data Schedule is filed herewith
______________________________________________________________________________
EXHIBIT 11
CONSOLIDATED NATURAL GAS COMPANY AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
(In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
________________________________________________________________________________
_________________________
Nine Months to
Three Months to
September 30
September 30
_____________________
_____________________
1997 1996
1997 1996
________________________________________________________________________________
_________________________
<S> <C> <C>
<C> <C>
EARNINGS (LOSS) PER SHARE OF COMMON STOCK,
as Shown on the Consolidated
Statement of Income
Net income (loss). . . . . . . . . . . . . . . . . . $215,014 $210,299
$ 4,538 $ (5,118)
________ ________
________ ________
Average common shares outstanding. . . . . . . . . . 95,121 94,284
95,366 94,637
________ ________
________ ________
Earnings (loss) per share of common stock. . . . . $ 2.26 $ 2.23
$ .05 $ (.05)
======== ========
======== ========
PRIMARY EARNINGS (LOSS) PER SHARE
Net income (loss). . . . . . . . . . . . . . . . . . $215,014 $210,299
$ 4,538 $ (5,118)
________ ________
________ ________
Average common shares outstanding. . . . . . . . . . 95,121 94,284
95,366 94,637
Incremental shares resulting from
assumed exercise of stock options. . . . . . . . . 1,003 606
1,240 1,057
________ ________
________ ________
Average common shares, as adjusted . . . . . . . . . 96,124 94,890
96,606 95,694
________ ________
________ ________
Primary earnings (loss) per share. . . . . . . . . $ 2.24(1) $
2.22(1) $ .05(1) $ (.05)(2)
======== ========
======== ========
FULLY DILUTED EARNINGS (LOSS) PER SHARE
Net income (loss). . . . . . . . . . . . . . . . . . $215,014 $210,299
$ 4,538 $ (5,118)
Interest on 7 1/4% Convertible Subordinated
Debentures, net of tax effect. . . . . . . . . . . 9,028 8,867
2,973 2,973
________ ________
________ ________
Net income (loss), as adjusted . . . . . . . . . . . $224,042 $219,166
$ 7,511 $(2,145)
________ ________
________ ________
Average common shares outstanding. . . . . . . . . . 95,121 94,284
95,366 94,637
Incremental shares resulting from
assumed exercise of stock options. . . . . . . . . 1,066 770
1,252 1,063
Shares issuable from assumed conversion
of 7 1/4% Convertible Subordinated
Debentures . . . . . . . . . . . . . . . . . . . . 4,559 4,559
4,559 4,559
________ ________
________ ________
Average common shares, as adjusted . . . . . . . . . 100,746 99,613
101,177 100,259
________ ________
________ ________
Fully diluted earnings (loss) per share. . . . . . $ 2.22(1) $
2.20(1) $ .07(2) $ (.02)(2)
======== ========
======== ========
________________________________________________________________________________
_________________________
<FN>
Notes:
(1) This calculation is submitted in accordance with Regulation S-K Item
601(b)(11) although not required by footnote 2 to paragraph 14 of APB
Opinion No. 15 because it results in dilution of less than 3%.
(2) This calculation is submitted in accordance with Regulation S-K Item
601(b)(11) although it is contrary to either paragraph 30 or 40 of APB
Opinion No. 15 because the assumed exercise of stock options and/or the
assumed conversion of the 7 1/4% Convertible Subordinated Debentures
produce an antidilutive result.
</TABLE>
EXHIBIT 12
CONSOLIDATED NATURAL GAS COMPANY AND SUBSIDIARIES
RATIO OF EARNINGS TO FIXED CHARGES
(Thousands of Dollars)
_____________________________________________________________________________
Twelve Months to September 30 1997
_____________________________________________________________________________
Earnings:
Net income................................................ $302,988
Add income taxes.......................................... 152,467
________
Income before income taxes.............................. 455,455
Distributed income from unconsolidated investees,
less equity in earnings thereof......................... (1,731)
________
Subtotal................................................ 453,724
________
Add fixed charges:
Interest on long-term debt, including amortization
of debt discount and expense less premium............. 105,982
Other interest expense.................................. 7,126
Portion of rentals deemed to be representative
of the interest factor................................ 9,196
Fixed charges associated with 50% projects with debt.... 2,041
________
TOTAL FIXED CHARGES......................................... 124,345
________
TOTAL EARNINGS.............................................. $578,069
========
RATIO OF EARNINGS TO FIXED CHARGES.......................... 4.65
========
_____________________________________________________________________________
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN ITEM 1 OF CONSOLIDATED NATURAL
GAS COMPANY'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30,
1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,040,388
<OTHER-PROPERTY-AND-INVEST> 1,112,616
<TOTAL-CURRENT-ASSETS> 1,053,680
<TOTAL-DEFERRED-CHARGES> 411,011
<OTHER-ASSETS> 162,954
<TOTAL-ASSETS> 5,780,649
<COMMON> 262,520
<CAPITAL-SURPLUS-PAID-IN> 519,466
<RETAINED-EARNINGS> 1,501,079
<TOTAL-COMMON-STOCKHOLDERS-EQ> 2,310,023
0
0
<LONG-TERM-DEBT-NET> 1,407,550
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 233,400
<LONG-TERM-DEBT-CURRENT-PORT> 19,625
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,837,009
<TOT-CAPITALIZATION-AND-LIAB> 5,780,649
<GROSS-OPERATING-REVENUE> 3,859,930
<INCOME-TAX-EXPENSE> 106,295
<OTHER-OPERATING-EXPENSES> 3,475,393
<TOTAL-OPERATING-EXPENSES> 3,581,688
<OPERATING-INCOME-LOSS> 278,242
<OTHER-INCOME-NET> 15,979
<INCOME-BEFORE-INTEREST-EXPEN> 294,221
<TOTAL-INTEREST-EXPENSE> 79,207
<NET-INCOME> 215,014
0
<EARNINGS-AVAILABLE-FOR-COMM> 215,014
<COMMON-STOCK-DIVIDENDS> 138,559
<TOTAL-INTEREST-ON-BONDS> 101,332
<CASH-FLOW-OPERATIONS> 696,830
<EPS-PRIMARY> 2.24
<EPS-DILUTED> 2.22
</TABLE>
