MCN CORP
U-3A-2, 1997-02-25
NATURAL GAS DISTRIBUTION
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<PAGE>   1
                                                                 File No: 69-352

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549



                                  FORM U-3A-2

                     Statement by Holding Company Claiming
                  Exemption Under Rule U-2 from the Provisions
               of the Public Utility Holding Company Act of 1935

                      For The Year Ended December 31, 1996



                  MCN CORPORATION d/b/a MCN ENERGY GROUP INC.

hereby files with the Securities and Exchange Commission (SEC), pursuant to
Rule 2, its statement claiming exemption as a holding company from the
provisions of the Public Utility Holding Company Act of 1935 (PUHCA of 1935),
and submits the following information:


I.   NATURE OF BUSINESS OF CLAIMANT AND EVERY SUBSIDIARY THEREOF

     MCN CORPORATION:  MCN Corporation (MCN or the Corporation), doing business
as MCN Energy Group Inc. since January 14, 1997, is a diversified energy
holding company with natural gas markets and investments throughout North
America.  At its 1997 Annual Meeting of Shareholders to be held on April 22,
1997, MCN's Shareholders will vote on a proposed amendment to the MCN Articles
of Incorporation to change the name of the Corporation to MCN Energy Group Inc.
MCN is organized under the laws of the state of Michigan and has its principal
executive offices at 500 Griswold Street, Detroit, Michigan 48226.  The
Corporation owns directly all of the outstanding common stock of Michigan
Consolidated Gas Company (MichCon), Citizens Gas Fuel Company (Citizens), and
MCN Investment Corporation (MCNIC).  MCN's major business groups are Gas
Distribution and Diversified Energy.  In June 1996, MCN completed the sale of
its computer operations subsidiary, The Genix Group, Inc. (Genix), to
Affiliated Computer Services, Inc.  Except where otherwise indicated, the
companies set forth below are Michigan corporations located at 500 Griswold
Street, Detroit, Michigan 48226.


                                GAS DISTRIBUTION

     Gas Distribution, through the following subsidiaries, operates the largest
natural gas distribution and intrastate transmission system in Michigan and one
of the largest in the United States.

A.   MICHIGAN CONSOLIDATED GAS COMPANY:  MichCon is a public utility engaged
     in the distribution and transmission of natural gas in the state of
     Michigan.  MichCon was organized in 1898 and, with its predecessors, has
     been in business for nearly 150 years.  MichCon serves 1.2 million
     residential, commercial and industrial customers in the Detroit, Grand
     Rapids, Ann Arbor, Traverse City and Muskegon metropolitan areas and in
     various other communities throughout the state of Michigan.  MichCon
     conducts substantially all of its business in the state of Michigan and is
     subject to the jurisdiction of the Michigan Public Service Commission
     (MPSC) as to various phases of its operations, including gas sales rates,
     service, and accounting.  Except where otherwise indicated, the companies
     set forth below are wholly owned subsidiaries of MichCon.




                                      1


<PAGE>   2


      1.   Michigan Consolidated Homes Limited Dividend Housing Corporation 
           a/k/a MichCon Homes, a Delaware corporation, operates a 130-unit, 
           low and moderate income housing project in Detroit, Michigan.

      2.   MichCon Development Corporation, through its various partnership 
           arrangements, is engaged in the design, construction and
           management of Harbortown, a residential and small commercial
           development constructed on a 50 acre parcel along the Detroit River
           in Detroit, Michigan.

      3.   Blue Lake Holdings, Inc. (Blue Lake), holds a 50% interest in
           a partnership that has converted a depleted natural gas field in
           northern Michigan into a 46 Bcf natural gas storage field which it
           now operates.  MichCon owns 50% of Blue Lake, the other half is
           owned by Storage Development Company, a subsidiary of MCNIC.  In
           February 1997, Diversified Energy signed an agreement to sell its
           share of Blue Lake effective December 1997.

      4.   MichCon Fuel Services Company markets natural gas as a vehicular 
           fuel.

      5.   MichCon Pipeline Company, through the subsidiaries below, is engaged
           in pipeline projects.

           a. MichCon Gathering Company owns and operates the Antrim Expansion
              Pipeline.

           b. Saginaw Bay Pipeline Company is the 66% general partner in
              a partnership that operates a 126-mile pipeline which 
              transports natural gas and natural gas liquids from reserves 
              in east-central Michigan to natural gas processing plants in 
              northern Michigan. On January 1, 1996 Saginaw Bay Pipeline 
              Company was transferred from MCNIC to MichCon.

           c. Saginaw Bay Lateral Company is the 46% general partner in
              a partnership which owns and operates lateral pipelines 
              interconnecting with the 126-mile pipeline previously 
              described.  On January 1, 1996 Saginaw Bay Lateral Company 
              was transferred from MCNIC to MichCon.

           d. Westside Pipeline Company invests in various pipeline assets
              through its 82.62% interest in the Jordan Valley Partnership.

              On January 1, 1996 Westside Pipeline Company transferred its
              interests in Warner Treating Limited Liability Company and        
              Terra Westside Processing Company to MCNIC Michigan Holdings,
              Inc.  In addition, Westside Pipeline Company transferred its 6
              mile pipeline to MCNIC Michigan Holdings, Inc.  Westside Pipeline
              Company was then transferred from MCNIC to MichCon.

           e. Thunder Bay Gathering Company was formed in 1996 and holds an
              option to acquire the Thunder Bay Pipeline.  


      6.   Huron Pipeline Company was formed in 1996 to acquire an ownership
           interest in the ANR Link Pipeline, which interconnects with a
           pipeline owned by Niagara Gas Transmission Limited, a subsidiary of
           The Consumers Gas Co. Ltd.

      7.   G-T Energy Concepts, Inc. ceased business operations on August 31, 
           1996 and is planned to be dissolved during 1997.  G-T Energy 
           Concepts, Inc., developed a natural gas torch and the related
           fueling modules which were adapted for use in metal cutting, brazing
           and soldering.

      8.   Fuel Concepts, Inc. was sold on December 6, 1996.  Fuel Concepts, 
           Inc., was involved in the development and commercialization of low 
           pressure natural gas storage and related technologies.

B.   CITIZENS GAS FUEL COMPANY:  Citizens is a public utility engaged in the
     distribution and transmission of natural gas.  Citizens was organized in
     1951 and, with its predecessors, has been in business for over 140 years.
     Citizens serves approximately 14,000 residential, commercial and
     



                                      2


<PAGE>   3

     industrial customers in and around Adrian, Michigan.  Citizens' principal
     executive offices are located at 127 N. Main Street, Adrian, Michigan
     49221.  Citizens conducts all of its business in the state of Michigan and
     its rates are set by the Adrian Gas Rate Commission.  Other various
     phases of its operations are subject to the jurisdiction of the MPSC.

C.   SOUTHERN MISSOURI GAS COMPANY:  During 1995, MCN agreed to acquire a
     47.5% interest in a partnership formed to construct, own and operate a
     natural gas transmission and distribution system located in southern
     Missouri.  The agreement was subject to MCN obtaining authorization from
     the SEC for the acquisition under Section 9(a)(2) of PUHCA of 1935.  In
     September 1996, MCN received notification from the SEC that the
     acquisition was consistent with its exemption under PUHCA of 1935.
     Southern Missouri Gas Company, L.P. ("SMGC") was formed effective 
     November 1, 1996.

     SMGC is a public utility engaged in the distribution and transmission of
     natural gas.  SMGC, with its predecessors, has been in business since
     1995.  At year-end 1996 SMGC served approximately 4,000 residential,
     commercial, and industrial customers in southern Missouri.  The
     principal executive offices of SMGC are located at 301 East 17th Street,
     Mountain Grove, Missouri 65711.  SMGC conducts all of its business in the
     state of Missouri and is subject to the jurisdiction of the Missouri Public
     Service Commission as to various phases of its operations, including gas
     sales rates, service, and accounting.


                               DIVERSIFIED ENERGY

D.   MCN INVESTMENT CORPORATION:  MCNIC, organized in 1986, is the holding
     company for MCN's various diversified energy subsidiaries.  MCNIC's major
     business segment is Gas Services.  In the Gas Services segment, MCNIC,
     through its subsidiaries and joint ventures, engages in gas and oil
     exploration and production (E&P), provides pipeline and processing
     services, provides gas storage services, markets natural gas to
     large-volume customers and develops gas cogeneration and electric
     generation facilities.  The sale of MCNIC's computer operations services 
     subsidiary, Genix, was completed in June 1996.  Except where otherwise
     indicated, the companies set forth below are wholly owned subsidiaries of
     MCNIC. 

                                  Gas Services

     Exploration & Production

            1.   MCNIC Oil & Gas Company (MOG), formerly known as
                 Supply Development Group, Inc., is engaged in natural gas and
                 oil exploration, development and production in the
                 Midwest/Appalachia, Midcontinent/Gulf Coast and Western
                 regions of the U.S.  Effective December 31, 1996, Huron Energy
                 Company was merged into MOG.  The following companies are
                 direct subsidiaries of MOG:

                 a. Elmira Antrim Company
                 b. Geo Trend Exploration, Inc.
                 c. Green Oak Development Company
                 d. Green River Antrim Company
                 e. Otsego Exploration Company, L.L.C.
                 f. MCNIC Enhanced Production, Inc. (formerly known as
                    CoEnergy Enhanced Production, Inc.), has a 75% interest 
                    in Otsego EOR, L.L.C.
                 g. MCNIC Oil & Gas Midcontinent, Inc., as the surviving
                    entity after merger with CoEnergy Anadarko, Inc., MCNIC Oil
                    & Gas Operating Company (formerly known as CoEnergy
                    Operating Company), CoEnergy Midcontinent, Inc., and P'Bell
                    Energy Company.


                                      3


<PAGE>   4
                 h. MCNIC Oil & Gas Canada, Inc. (a New Brunswick
                    corporation), (formerly known as CoEnergy Canadian 
                    Exploration, Inc.)
                 i. MCNIC Oil & Gas Properties, Inc. (formerly known as 
                    CoEnergy Rockies, Inc.).  Effective February 28, 1997, 
                    PetroVentures Exploration Company, Southwest Gas Supply, 
                    Inc., MGS Development Company and CoEnergy Central 
                    Exploration, Inc. will be merged into MCNIC Oil & Gas 
                    Properties, Inc.
                 j. MCNIC Oil & Gas Reid Properties, Inc. (a Delaware 
                    corporation), (formerly known as Reid Holdings, Inc.)
                    i.    Appalachian Methane, Inc., a Delaware corporation, 
                          holds a 50% interest in Buchanan Production Co., a 
                          Virginia general partnership.
                    ii.   Appalachian Operators, Inc., a Delaware corporation, 
                          holds a 50% interest in Buchanan Production Co., a 
                          Virginia general partnership.
                    iii.  MCNIC Oakwood Gathering, Inc. (a Delaware 
                          corporation), (formerly Oakwood Gathering, Inc.)
                 k. MCNIC West Coast Company
                 l. Warner Antrim Company

Pipelines & Processing

     MCNIC's Pipelines & Processing businesses are involved in ventures that
gather and transport natural gas from producing fields to processing plants
and/or markets.  This business also includes plants which process natural gas to
remove CO2 and other impurities and recover natural gas liquids.  Additionally
this segment has an investment in a methanol production facility.


            2.   MCNIC Pipeline & Processing Company, formerly known as 
                 Pipeline & Processing Group, Inc., engages in  pipeline and
                 processing projects through the following subsidiaries and
                 partnerships.

                 a. MCNIC Offshore Pipeline & Processing Company (formerly
                    known as CoEnergy Offshore Pipeline & Processing Company), 
                    holds a 33% interest in the Blue Dolphin System.
                 b. MCNIC Michigan Holdings, Inc., (formerly known as Otsego
                    Holdings, Inc.)
                    i.   MCNIC CSG Pipeline Company (formerly known as CoEnergy 
                         CSG Pipeline Company), holds a 50% interest in 
                         Cardinal States Gathering.
                    ii.  Bagley Processing Company (47% partnership interest)
                    iii. Warner Treating Limited Liability Company (95% 
                         interest transferred from Westside Pipeline Company 
                         on January 1, 1996)
                    iv.  Terra-Westside Processing Company (85% interest 
                         transferred from Westside Pipeline Company on 
                         January 1, 1996)
                 c. MCNIC East Coast Pipeline Company (formerly known as East
                    Coast Pipeline Company), holds a 20% interest in Portland 
                    Natural Gas Transmission System.
                 d. MCNIC Jonah Pipeline Company (formerly known as Jonah
                    Pipeline Company), holds a 33% partnership interest in 
                    Jonah Gas Gathering Company. 
                 e. MCNIC Gulf Coast Gathering Corporation, holds a 1% general
                    partnership interest in Copano Field Services Group, L.P.
                 f. MCNIC Gulf Coast Limited, Inc., holds a 49% limited
                    partnership interest in Copano Field Services Group, L.P.
                 g. MCNIC Mobile Bay Gathering Company holds a 35% interest in
                    Dauphin Island Gathering Partners.
                 h. MCNIC Mobile Bay Processing Company holds a 49.5% interest
                    in Mobile Bay Processing Partners.
                 i. MCNIC South Texas Gathering Company holds a 1% general
                    partnership interest in each of CFS/Copano Bay, L.P., 
                    CFS/South Texas, L.P., and CFS/Agua Dulce, L.P.


                                      4


<PAGE>   5
                 j. MCNIC Rodeo Gathering, Inc. (formerly known as Rodeo
                    Gathering, Inc.) holds an 80% interest in Black Bear 
                    Venture, L.L.C.
                 k. MCNIC General Methanol Company holds a 1% general
                    partnership interest in Lyondell Methanol Company, L.P.
                 l. MCNIC Methanol Holdings Company holds a 24% limited
                    partnership interest in Lyondell Methanol Company, L.P.

Gas Storage

            3.   Storage Development Company, through joint ventures and 
                 strategic partnerships, develops and provides gas storage 
                 services to affiliated marketing companies, other gas
                 utilities, pipeline companies and large-volume gas users. 
                 Storage Development Company holds a 33% interest in South
                 Romeo Gas Storage Corporation.

                 a.   South Romeo Gas Storage Company, a Michigan partnership 
                      in which Storage Development Company has a 50% interest, 
                      owns and operates the Washington 28 Storage Field, a
                      10 Bcf storage field in southeastern Michigan which
                      provides storage services to MCNIC's Energy & Power
                      Generation operations.  South Romeo Gas Storage Company
                      holds a 33% interest in South Romeo Gas Storage
                      Corporation.

                 b.   W-10 Holdings, Inc., holds a 50% interest in a 
                      partnership that intends to develop and operate the 
                      Washington 10 Storage Field, a 42 Bcf storage field in 
                      southeastern Michigan.

                 c.   Blue Lake Holdings, Inc. (See description under Gas 
                      Distribution - MichCon)

                 d.   The Orchards Golf Limited Partnership, a Michigan 
                      partnership in which Storage Development Company has a 
                      50% interest, developed, owns and operates a residential 
                      community and golf course on 520 acres of land above the
                      South Romeo gas storage field in southeastern Michigan.

Energy Marketing & Power Generation

     MCNIC's Energy Marketing & Power Generation businesses pursue
gas-related opportunities throughout the United States and Canada, including
marketing natural gas to utilities and other large-volume customers and
investing in natural gas cogeneration and electric generation related projects
and facilities.

            4.   CoEnergy Trading Company is engaged in the purchase and sale 
                 of natural gas to large-volume gas users and gas and electric
                 utilities in Michigan, the Midwest, the eastern United States
                 and Canada.  CoEnergy Trading Company holds a 50% interest in
                 U.S. CoEnergy Services, a Wisconsin general partnership, a
                 50% interest in Torch-CoEnergy Limited Liablity Company and a
                 50% interest in Michigan Gas Exchange LLC.

            5.   CoEnergy Canadian Holdings, Ltd., a New Brunswick corporation,
                 was formed to market and sell natural gas in Canada and the 
                 northeastern United States.

            6.   CoEnergy Supply Company engages in the purchase and sale of 
                 natural gas, a portion of which is produced by MOG, an 
                 affiliate.





                                      5


<PAGE>   6

            7.   MCNIC Power Company, formerly known as Cogen Development 
                 Company, pursues cogeneration related opportunities 
                 throughout the United States and Canada.

                 a.   CDC Ada, Inc., is a 99% limited partner in Ada
                      Cogeneration Limited Partnership, which owns and operates
                      a 30 megawatt natural gas-fueled cogeneration facility in
                      western Michigan. 

                 b.   MCNIC Ada GP, Inc., was formed in 1996 to hold the 1%
                      general partnership interest in the Ada Cogeneration      
                      Limited Partnership.

                 c.   Ludington Cogeneration Co. is the 1% general partner in 
                      Michigan Power L.P., a joint venture that built and
                      operates a 123 megawatt natural gas-fueled cogeneration
                      plant in western Michigan.

                 d.   Ludington Cogeneration Holdings, Ltd. is a 49% limited 
                      partner in the 123 megawatt cogeneration plant mentioned
                      above.

                                Gas Technology

            8.   Combustion Concepts, Inc., is engaged in the development of 
                 pressurized combustion technologies which provides increased 
                 fuel efficiency, heat uniformity and compactness of equipment.

                                    Other

            9.   MCNIC International Holdings and MCNIC - GP International
                 Holdings, each of Grand Cayman, Cayman Islands, hold a 99% and
                 1% interest, respectively, in IG-ONE LTD of Port-Louis,
                 Mauritius.  Subject to certain regulatory and other approvals,
                 MCNIC, through IG-ONE LTD, has agreed to invest approximately
                 $115 million (of which half will be funded through nonrecourse
                 financing) in return for a 40 percent interest in Torrent 
                 Power Private Limited, a joint venture with Torrent Group of
                 Ahmedabad, India.  The joint venture will be involved in the
                 electric generation and distribution business in western
                 India.  

     COMPUTER OPERATIONS SERVICES (SOLD JUNE 1996 - DISCONTINUED OPERATIONS)

     MCNIC completed the sale of its computer operations services subsidiary,
Genix, in June 1996.  At the time of its sale, Genix and its subsidiaries made
up the largest Michigan based computer operations management firm and one of
the top ten in the United States. 



            1.   The Genix Group, Inc., through the subsidiaries listed below, 
                 provided computer operations management, data processing, 
                 network design and management, large-scale electronic
                 printing and mailing and business process solution services.

                 a. Genix Corporation, a Delaware corporation, located in
                    Pittsburgh, Pennsylvania.
                 b. MCN Computer Services, Inc., located in Dearborn, Michigan.
                 c. The Genix Group, Ltd., located in London, England.


E.   MCN MICHIGAN LIMITED PARTNERSHIP (MCN Michigan):  MCN is the 1% general
     partner in MCN Michigan, a Michigan limited partnership.  MCN Michigan
     exists for the sole purpose of issuing its limited partnership interests
     to the public in the form of preferred securities and investing the
     proceeds thereof in debt securities of MCN.

F.   MCN FINANCING I:  MCN is the sole owner of MCN Financing I, a Delaware
     Business Trust.  MCN Financing I exists for the sole purpose of issuing
     preferred securities to the public and lending the gross proceeds thereof
     to MCN in exchange for MCN's Junior Subordinated Debentures.

G.   MCN FINANCING II:  MCN is the sole owner of MCN Financing II, a Delaware
     Business Trust.  MCN Financing II exists for the sole purpose of issuing
     preferred securities and lending the gross proceeds thereof to MCN.



                                      6


<PAGE>   7


II.   PUBLIC UTILITY PROPERTIES

A.    MichCon owns the following integrated distribution, transmission,
      production and storage properties and facilities, all of which properties
      are located in the state of Michigan.

           At December 31, 1996, MichCon's distribution system included 16,257
      miles of distribution mains, 1,065,088 service lines and 1,185,445 active
      meters.  MichCon owns 2,509 miles of transmission and production lines
      which deliver natural gas to the distribution districts and interconnect
      its storage fields with the sources of supply and the market areas.
      MichCon's compressor facilities related to transmission and production
      have a total rated capacity of 28,300 horsepower and 4,764 horsepower,
      respectively.  Properties relating to five underground natural gas
      storage fields with an aggregate working gas storage capacity of
      approximately 126 Bcf consist principally of 475 gas storage wells (89 of
      which are observation wells), 113 miles of field lines, dehydration
      plants and compressor facilities with a total rated capacity of 71,000
      horsepower.  MichCon also owns district office buildings, service
      buildings and gas receiving and metering stations.  MichCon occupies its
      principal office buildings, portions of which are subleased, in Detroit
      and Grand Rapids, Michigan under long-term leases.

B.    Citizens owns the following properties, all of which are located in
      Michigan.

           At December 31, 1996, Citizens' distribution system included 438
      miles of distribution mains, 13,045 service lines, and 14,035 active
      meters.  Citizens owns all of its properties used in the conduct of the
      utility business.  Included are a two story office building and a one
      story service center (a new two story office building is under
      construction).

C.    SMGC owns the following properties, all of which are located in Missouri.

           At December 31, 1996, SMGC's distribution system included 242 miles
      of distribution mains, 5,418 service lines, and 4,122 active meters.
      SMGC owns 117 miles of transmission lines which deliver natural gas to
      the various cities it serves and metering stations.  SMGC leases its
      office/service center.


III.  PUBLIC UTILITY DISTRIBUTION AND PURCHASE OF NATURAL GAS

A.    During the year ended December 31, 1996, MichCon distributed and
      purchased the following volumes of natural gas:

      1.   217,672,000 Mcf of natural gas was distributed at retail within the
           state of Michigan.  Also, 146,662,000 Mcf of natural gas was 
           distributed at retail under transportation contracts within the
           state of Michigan.

      2.   No volumes of natural gas were distributed at retail outside the 
           state of Michigan.

      3.   No volumes of natural gas were distributed at wholesale outside the
           state of Michigan.

      4.   142,417,000 Mcf of natural gas was purchased from various
           suppliers outside of the state of Michigan.  These volumes were
           transported by interstate pipeline suppliers to points of delivery
           within the state of Michigan.

B.    During the year ended December 31, 1996, Citizens distributed and
      purchased the following volumes of natural gas:

      1.   3,286,000 Mcf of natural gas was distributed at retail within
           the state of Michigan and 233,000 Mcf of natural gas was distributed
           at retail under transportation contracts within the state of
           Michigan.



                                      7


<PAGE>   8
      2.   No volumes of natural gas were distributed at retail outside
           the state of Michigan.

      3.   No volumes of natural gas were distributed at wholesale
           outside the state of Michigan.

      4.   No volumes of natural gas were purchased outside the state of
           Michigan.

C.    During the year ended December 31, 1996, SMGC distributed and purchased
      the following volumes of natural gas:

      1.   279,000 Mcf of natural gas was distributed at retail within
           the state of Missouri and 149,000 Mcf of natural gas was distributed
           at retail under transportation contracts within the state of
           Missouri.

      2.   No volumes of natural gas were distributed at retail outside
           the state of Missouri.

      3.   No volumes of natural gas were distributed at wholesale
           outside the state of Missouri.

      4.   280,000 Mcf of natural gas was purchased from suppliers
           outside the state of Missouri.  These volumes were transported by
           Williams Natural Gas Company to a point of delivery within the state
           of Missouri.


IV.   INTEREST IN EXEMPT WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES

      None.




                                      8


<PAGE>   9


                                    EXHIBITS


Exhibit A -  Attached hereto as Exhibit A are the unaudited Consolidating 
             Statements of Income for the year ended December 31, 1996 and
             Consolidating Statements of Financial Position as of December 31,
             1996, for MCN Corporation, MCNIC and the Gas Services segment of
             MCNIC.

Exhibit B -  Attached hereto as Exhibit B is the Financial Data Schedule 
             summarizing certain financial information for MCN Corporation.

Exhibit C -  Corporate Structure, Exempt Wholesale Generators and Foreign 
             Utility Companies

             Not applicable.




                                      9


<PAGE>   10


                                   SIGNATURES

     The above-named claimant has caused this statement to be duly executed on
its behalf by its authorized officer on this 25th day of February, 1997.

                                              MCN CORPORATION


                                              By: /s/ Harold Gardner
                                                  ------------------
                                                  Harold Gardner
                                                  Vice President, Controller and
                                                  Chief Accounting Officer


CORPORATE SEAL:













Attest:



     /s/ Daniel L. Schiffer
- ---------------------------
         Daniel L. Schiffer
Senior Vice President,
General Counsel and Secretary



Name, title, and address of officer to whom notices and correspondence
concerning this statement should be addressed:

Daniel L. Schiffer
Senior Vice President,
General Counsel and Secretary

MCN Corporation
500 Griswold Street
Detroit, Michigan  48226


<PAGE>   11
                             MCN ENERGY GROUP INC.
                         CONSOLIDATING INCOME STATEMENT
                                 (IN THOUSANDS)
                      FOR THE YEAR ENDED DECEMBER 31, 1996
                                  (UNAUDITED)

<TABLE>        
<CAPTION>      
                                                                                      BLUE LAKE MCN        MCN           MCNIC    
                                                        MCN      MICHCON   CITIZENS   HOLDINGS  FINANCING  MICHIGAN     CONSOL.   
                                                      --------------------------------------------------------------------------- 
<S>                                                   <C>       <C>          <C>          <C>        <C>        <C>      <C>      
OPERATING REVENUES                                                                                                                
Gas and oil sales                                     $      -  $1,085,845    $17,112     $    -     $    -     $    -   $722,790 
Transportation                                               -     130,781        257          -          -          -        441 
Other                                                        -      42,159        100          -          -          -     11,210 
                                                      --------------------------------------------------------------------------- 
                                                             -   1,258,785     17,469          -          -          -    734,441 
                                                      --------------------------------------------------------------------------- 
OPERATING EXPENSES                                                                                                                
Cost of gas                                                  -     636,594      9,655          -          -          -    557,340 
Operation and maintenance                               (3,291)    294,281      4,082          -          -         (6)    80,330 
Depreciation, depletion and amortization                 1,272      98,147        668          -          -          -     45,903 
Property and other taxes                                 1,553      61,762        581          -          -          -     10,531 
                                                      --------------------------------------------------------------------------- 
                                                          (466)  1,090,784     14,986          -          -         (6)   694,104 
                                                      --------------------------------------------------------------------------- 
OPERATING INCOME                                           466     168,001      2,483          -          -          6     40,337 
                                                      --------------------------------------------------------------------------- 
EQUITY IN EARNINGS (LOSS) OF JOINT VENTURES               (325)        886          -      3,965          -          -     15,915 
                                                      --------------------------------------------------------------------------- 
OTHER INCOME AND (DEDUCTIONS)                                                                                                     
Equity in earnings of subsidiaries                     150,356           -          -          -          -          -          - 
Interest income                                            138       3,900         67          -      3,082      9,478      3,220 
Interest on long-term debt                                 150     (40,703)       (37)         -          -          -    (25,928)
Other interest expense                                  (1,204)     (8,012)       (95)         -          -          -    (14,595)
Dividends on preferred securities of subsidiaries            -         (18)         -          -          -          -          - 
Gains related to DIGP                                        -           -          -          -          -          -      6,384 
Minority interest                                            -        (988)         -          -          -          -        (71)
Other                                                      331      (1,756)         5          -          -          -     (1,054)
                                                      --------------------------------------------------------------------------- 
                                                       149,771     (47,577)       (60)         -      3,082      9,478    (32,044)
                                                      --------------------------------------------------------------------------- 
INCOME FROM CONTINUING OPERATIONS                                                                                                 
     BEFORE INCOME TAXES                               149,912     121,310      2,423      3,965      3,082      9,484     24,208 
INCOME TAX PROVISION (BENEFIT)                            (428)     41,486        851      1,390          -          -     (6,925)
                                                      --------------------------------------------------------------------------- 
INCOME FROM CONTINUING OPERATIONS                      150,340      79,824      1,572      2,575      3,082      9,484     31,133 
                                                      --------------------------------------------------------------------------- 
DISCONTINUED OPERATIONS                                                                                                           
Income from operations                                       -           -          -          -          -          -      1,595 
Gain on sale                                                 -           -          -          -          -          -     36,176 
                                                      --------------------------------------------------------------------------- 
                                                             -           -          -          -          -          -     37,771 
                                                      --------------------------------------------------------------------------- 
NET INCOME                                            $150,340  $   79,824    $ 1,572     $2,575     $3,082     $9,484   $ 68,904 
                                                      =========================================================================== 
                                                                                                                                  
<CAPTION>                                                                                                                         
                                                       ELIM. &        MCN                                                         
                                                       RECLASSES     CONSOL.                                                      
                                                      ------------------------                                                    
<S>                                                   <C>            <C>        
OPERATING REVENUES                                                              
Gas and oil sales                                       $   1,451    $1,827,198 
Transportation                                            (11,460)      120,019 
Other                                                      (3,418)       50,051 
                                                       ------------------------ 
                                                          (13,427)    1,997,268 
                                                       ------------------------ 
OPERATING EXPENSES                                                              
Cost of gas                                               (10,011)    1,193,578 
Operation and maintenance                                  (3,416)      371,980 
Depreciation, depletion and amortization                        -       145,990 
Property and other taxes                                        -        74,427 
                                                       ------------------------ 
                                                          (13,427)    1,785,975 
                                                       ------------------------ 
OPERATING INCOME                                                -       211,293 
                                                       ------------------------ 
EQUITY IN EARNINGS (LOSS) OF JOINT VENTURES                (2,574)       17,867 
                                                       ------------------------ 
OTHER INCOME AND (DEDUCTIONS)                                                   
Equity in earnings of subsidiaries                       (150,356)            - 
Interest income                                           (12,651)        7,234 
Interest on long-term debt                                      1       (66,517)
Other interest expense                                     12,642       (11,264)
Dividends on preferred securities of subsidiaries         (12,356)      (12,374)
Gains related to DIGP                                           -         6,384 
Minority interest                                               -        (1,059)
Other                                                        (146)       (2,620)
                                                       ------------------------ 
                                                         (162,866)      (80,216)
                                                       ------------------------ 
INCOME FROM CONTINUING OPERATIONS                                               
     BEFORE INCOME TAXES                                 (165,440)      148,944 
INCOME TAX PROVISION (BENEFIT)                                  1        36,375 
                                                       ------------------------ 
INCOME FROM CONTINUING OPERATIONS                        (165,441)      112,569 
                                                       ------------------------ 
DISCONTINUED OPERATIONS                                                         
Income from operations                                          -         1,595 
Gain on sale                                                    -        36,176 
                                                       ------------------------ 
                                                                -        37,771 
                                                       ------------------------ 
NET INCOME                                              $(165,441)   $  150,340 
                                                       ======================== 
</TABLE>                                      



<PAGE>   12
                             MCN ENERGY GROUP INC.
                          CONSOLIDATING BALANCE SHEET
                                 (IN THOUSANDS)
                            AS OF DECEMBER 31, 1996
                                  (UNAUDITED)

<TABLE>        
<CAPTION>      
                                                                                BLUE LAKE     MCN        MCN       MCNIC       
                                                 MCN      MICHCON    CITIZENS   HOLDINGS   FINANCING  MICHIGAN    CONSOL.      
                                               ----------------------------------------------------------------------------
<S>                                            <C>       <C>           <C>        <C>        <C>       <C>       <C>            
ASSETS                                                                                                                        
                                                                                                                              
CURRENT ASSETS                                                                                                                
Cash and temporary cash investments                                                                                           
     at cost (which approximates market value) $  2,750  $   10,010    $   (55)   $     -    $     -   $      -  $   19,608   
Accounts receivable                              18,858     187,143      1,541          -          -          -     198,777   
Allowance for doubtful accounts                       -     (17,707)       (70)         -          -          -        (710)  
Accrued unbilled revenues                             -     107,377      1,131          -          -          -           -   
Gas in inventory                                      -      67,910          -          -          -          -      11,251   
Property taxes assessed applicable to                                                                                         
     future periods                                 167      60,592         28          -          -          -       2,179   
Accrued gas cost recovery revenues                    -      27,672          -          -          -          -           -   
Other                                             1,084      23,025        508          -          -          -      28,315   
                                               ----------------------------------------------------------------------------
                                                 22,859     466,022      3,083          -          -          -     259,420   
                                               ----------------------------------------------------------------------------
                                                                                                                              
DEFERRED CHARGES AND OTHER ASSETS                                                                                             
Investment in subsidiaries                      947,986           -          -          -          -          -           -   
Investment in and advances to joint ventures      6,675      19,479          -     18,176          -          -     236,057   
Deferred swap losses and receivables                  -           -          -          -          -          -      65,051   
Deferred postretirement benefit costs                 -       4,863          -          -          -          -           -   
Deferred environmental costs                          -      28,233      3,000          -          -          -           -   
Prepaid benefit costs                                 -      64,307          -          -          -          -           -   
Other                                             1,871      50,206      3,212        260     82,474    101,100      45,104   
                                               ----------------------------------------------------------------------------
                                                956,532     167,088      6,212     18,436     82,474    101,100     346,212 
                                               ----------------------------------------------------------------------------

PROPERTY, PLANT AND EQUIPMENT, AT COST           11,222   2,668,294     20,745          -          -          -   1,017,296   
Less: Accumulated depreciation and depletion      3,254   1,243,060      7,728          -          -          -      81,158   
                                               ----------------------------------------------------------------------------
                                                  7,968   1,425,234     13,017          -          -          -     936,138   
                                               ----------------------------------------------------------------------------
                                               $987,359  $2,058,344    $22,312    $18,436    $82,474   $101,100  $1,541,770  
                                               ============================================================================
<CAPTION>
                                                  ELIM. &       MCN
                                                 RECLASSES     CONSOL.
                                                -------------------------
<S>                                             <C>            <C>
ASSETS                                         
                                               
CURRENT ASSETS                                 
Cash and temporary cash investments            
     at cost (which approximates market value)  $    (1,851)   $   30,462
Accounts receivable                                 (25,236)      381,083
Allowance for doubtful accounts                           -       (18,487)
Accrued unbilled revenues                                 1       108,509
Gas in inventory                                          -        79,161
Property taxes assessed applicable to          
     future periods                                       -        62,966
Accrued gas cost recovery revenues                        -        27,672
Other                                                   (70)       52,862
                                                -------------------------
                                                    (27,156)      724,228
                                                -------------------------
                                               
DEFERRED CHARGES AND OTHER ASSETS              
Investment in subsidiaries                         (947,986)            -
Investment in and advances to joint ventures        (14,999)      265,388
Deferred swap losses and receivables                      -        65,051
Deferred postretirement benefit costs                   696         5,559
Deferred environmental costs                              -        31,233
Prepaid benefit costs                                (5,059)       59,248
Other                                              (183,886)      100,341
                                                -------------------------
                                                 (1,151,234)      526,820
                                                -------------------------
PROPERTY, PLANT AND EQUIPMENT, AT COST                    -     3,717,557
Less: Accumulated depreciation and depletion              1     1,335,201
                                                -------------------------
                                                         (1)    2,382,356
                                                -------------------------
                                                $(1,178,391)   $3,633,404
                                                =========================
</TABLE>                                       


<PAGE>   13
                             MCN ENERGY GROUP INC.
                          CONSOLIDATING BALANCE SHEET
                                 (IN THOUSANDS)
                            AS OF DECEMBER 31, 1996
                                  (UNAUDITED)

<TABLE>
<CAPTION>                                                                                                                     
                                                                                    BLUE LAKE     MCN        MCN       MCNIC       
                                                    MCN       MICHCON    CITIZENS   HOLDINGS    FINANCING  MICHIGAN    CONSOL.      
                                                 ------------------------------------------------------------------------------
<S>                                              <C>        <C>           <C>        <C>        <C>       <C>        <C>        
LIABILITIES AND CAPITALIZATION                                                                                                
                                                                                                                              
CURRENT LIABILITIES                                                                                                           
Accounts payable                                 $  2,354   $  130,725    $ 3,170    $   624    $     -   $      -   $  205,073 
Notes payable                                           -      265,126      1,965          -          -          -       71,000 
Current portion of long-term debt, capital 
     lease obligations and redeemable 
     cumulative preferred securities                    -       53,232         55          -          -          -       31,460 
Federal income, property and other taxes                                                                                      
     payable                                           99       84,788        136         46          -          -       12,578 
Customer deposits                                       -       12,860         21          -          -          -            - 
Other                                               7,985       63,309      1,384          -          -          -       25,701 
                                                 ------------------------------------------------------------------------------
                                                   10,438      610,040      6,731        670          -          -      345,812 
                                                 ------------------------------------------------------------------------------
                                                                                                                              
DEFERRED CREDITS AND OTHER LIABILITIES                                                                                        
Accumulated deferred income taxes                  (5,789)      76,523      2,085      2,501          -          -       74,940 
Unamortized investment tax credit                       -       34,588        331          -          -          -            - 
Tax benefits amortizable to customers                   -      116,313          -          -          -          -            - 
Deferred swap gains and payables                        -            -          -          -          -          -       48,365 
Accrued environmental costs                             -       32,000      3,000          -          -          -            - 
Minority interest                                       -       17,604          -          -          -          -          306 
Other                                             198,101       43,954      1,375          -          -          -       18,466 
                                                 ------------------------------------------------------------------------------
                                                  192,312      320,982      6,791      2,501          -          -      142,077 
                                                 ------------------------------------------------------------------------------
CAPITALIZATION                                                                                                                
Long-term debt, including capital                                                                                             
     lease obligations                                  -      550,318        365          -          -          -      701,357 
Redeemable preferred securities of subsidiaries         -            -          -          -     77,236     96,573            - 
Common shareholders' equity                       784,609      577,004      8,425     15,265      5,238      4,527      352,524 
                                                 ------------------------------------------------------------------------------
                                                  784,609    1,127,322      8,790     15,265     82,474    101,100    1,053,881 
                                                 ------------------------------------------------------------------------------
                                                 $987,359   $2,058,344    $22,312    $18,436    $82,474   $101,100   $1,541,770 
                                                 ==============================================================================

<CAPTION>
                                                 ELIM. &      MCN
                                                 RECLASSES     CONSOL.
                                                 ------------------------
<S>                                              <C>           <C>
LIABILITIES AND CAPITALIZATION                 
                                               
CURRENT LIABILITIES                            
Accounts payable                                 $   (24,024)  $  317,922
Notes payable                                         (1,965)     336,126
Current portion of long-term debt, capital 
     lease obligations and redeemable 
     cumulative preferred securities                       -       84,747
Federal income, property and other taxes       
     payable                                              (1)      97,646
Customer deposits                                          -       12,881
Other                                                   (506)      97,873
                                                 ------------------------
                                                     (26,496)     947,195
                                                 ------------------------
                                               
DEFERRED CREDITS AND OTHER LIABILITIES         
Accumulated deferred income taxes                       (422)     149,838
Unamortized investment tax credit                          -       34,919
Tax benefits amortizable to customers                    183      116,496
Deferred swap gains and payables                           -       48,365
Accrued environmental costs                                -       35,000
Minority interest                                          1       17,911
Other                                               (188,633)      73,263
                                                 ------------------------
                                                    (188,871)     475,792
                                                 ------------------------
CAPITALIZATION                                 
Long-term debt, including capital              
     lease obligations                                     -    1,252,040
Redeemable preferred securities of subsidiaries            -      173,809
Common shareholders' equity                         (963,024)     784,568
                                                 ------------------------
                                                    (963,024)   2,210,417
                                                 ------------------------
                                                 $(1,178,391)  $3,633,404
                                                 ========================
</TABLE>                                       
<PAGE>   14
                             MCN ENERGY GROUP INC.
                           MCN INVESTMENT CORPORATION
                         CONSOLIDATING INCOME STATEMENT
                                 (IN THOUSANDS)
                      FOR THE YEAR ENDED DECEMBER 31, 1996
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                     THE       TOTAL
                                                                      COMBUSTION    GENIX       GAS     ELIM. &    MCNIC
                                                  MCNIC   BRIDGEWATER  CONCEPTS   GROUP, INC. SERVICES  RECLASSES  CONSOL.  
                                                --------------------------------------------------------------------------
<S>                                             <C>            <C>       <C>     <C>        <C>        <C>        <C>
OPERATING REVENUES
Gas and oil sales                               $      -       $  -      $   -    $     -   $722,789   $      1   $722,790
Transportation                                         -          -          -          -        441          -        441
Other                                                  -          -          -     54,880     11,211    (54,881)    11,210
                                                --------------------------------------------------------------------------
                                                       -          -          -     54,880    734,441    (54,880)   734,441
                                                --------------------------------------------------------------------------

OPERATING EXPENSES
Cost of gas                                            -          -          -         (3)   557,340          3    557,340
Operation and maintenance                          2,770          -         83     45,552     77,477    (45,552)    80,330
Depreciation, depletion and amortization            (340)         -          6      3,425     46,238     (3,426)    45,903
Property and other taxes                             440         33          3      1,791     10,053     (1,789)    10,531
                                                --------------------------------------------------------------------------
                                                   2,870         33         92     50,765    691,108    (50,764)   694,104
                                                --------------------------------------------------------------------------
OPERATING INCOME (LOSS)                           (2,870)       (33)       (92)     4,115     43,333     (4,116)    40,337
                                                --------------------------------------------------------------------------

EQUITY IN EARNINGS (LOSS) OF JOINT VENTURES            -          -          -          -     15,915          -     15,915
                                                --------------------------------------------------------------------------

OTHER INCOME AND (DEDUCTIONS)
Equity in earnings of subsidiaries                48,834          -          -          -          -    (48,834)         -
Interest income                                   19,904          -          -        171      1,424    (18,279)     3,220
Interest on long-term debt                       (27,097)         -          -        (23)     1,168         24    (25,928)
Other interest expense                           (13,643)         -          -     (1,279)   (19,060)    19,387    (14,595)
Gains related to DIGP                                  -          -          -          -      6,384          -      6,384
Minority interest                                      -          -          -          -        (71)         -        (71)
Other                                               (975)        31         (3)      (315)      (107)       315     (1,054)
                                                --------------------------------------------------------------------------
                                                  27,023         31         (3)    (1,446)   (10,262)   (47,387)   (32,044)
                                                --------------------------------------------------------------------------

INCOME (LOSS) BEFORE INCOME TAXES                 24,153         (2)       (95)     2,669     48,986    (51,503)    24,208
INCOME TAX PROVISION (BENEFIT)                    (8,510)        (8)       (37)     1,074      1,630     (1,074)    (6,925)
                                                --------------------------------------------------------------------------

INCOME (LOSS) FROM CONTINUING OPERATIONS          32,663          6        (58)     1,595     47,356    (50,429)    31,133

DISCONTINUED OPERATIONS
Income from operations                                 -          -          -          -          -      1,595      1,595
Gain on sale                                      36,241          -        (65)         -          -          -     36,176
                                                --------------------------------------------------------------------------
                                                  36,241          -        (65)         -          -      1,595     37,771
                                                --------------------------------------------------------------------------

NET INCOME (LOSS)                               $ 68,904       $  6      $(123)   $ 1,595   $ 47,356   $(48,834)  $ 68,904
                                                ==========================================================================
</TABLE>

<PAGE>   15
                             MCN ENERGY GROUP INC.
                           MCN INVESTMENT CORPORATION
                          CONSOLIDATING BALANCE SHEET
                                 (IN THOUSANDS)
                            AS OF DECEMBER 31, 1996
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                     TOTAL
                                                                       COMBUSTION     GAS       ELIM. &        MCNIC
                                                MCNIC      BRIDGEWATER  CONCEPTS   SERVICES    RECLASSES       CONSOL.
                                               -------------------------------------------------------------------------
<S>                                            <C>            <C>          <C>    <C>          <C>            <C>
ASSETS

CURRENT ASSETS
Cash and temporary cash investments
     at cost (which approximates market value) $  446,945     $   31       $  9   $   20,802   $  (448,179)   $   19,608
Accounts receivable                                   148          -         53      210,460       (11,884)      198,777
Allowance for doubtful accounts                         -          -          -         (710)            -          (710)
Gas in inventory                                        -          -          -       11,251             -        11,251
Property taxes assessed applicable to
     future periods                                     -         13          -        2,165             1         2,179
Other                                               4,315          -          -       13,163        10,837        28,315
                                               -------------------------------------------------------------------------
                                                  451,408         44         62      257,131      (449,225)      259,420
                                               -------------------------------------------------------------------------

DEFERRED CHARGES AND OTHER ASSETS
Investment in subsidiaries                        612,349          -          -            -      (612,349)            -
Investment in and advances to joint ventures        1,427          -          -      234,630             -       236,057
Deferred swap losses and receivables                    -          -          -       65,051             -        65,051
Other                                              19,250         63         91       74,000       (48,300)       45,104
                                               -------------------------------------------------------------------------
                                                  633,026         63         91      373,681      (660,649)      346,212
                                               -------------------------------------------------------------------------

PROPERTY, PLANT AND EQUIPMENT, AT COST                 21        984         51    1,016,655          (415)    1,017,296
Less: Accumulated depreciation and depletion            -          -         37       81,121             -        81,158
                                               -------------------------------------------------------------------------
                                                       21        984         14      935,534          (415)      936,138
                                               -------------------------------------------------------------------------
                                               $1,084,455     $1,091       $167   $1,566,346   $(1,110,289)   $1,541,770
                                               =========================================================================
</TABLE>

<PAGE>   16
                             MCN ENERGY GROUP INC.
                           MCN INVESTMENT CORPORATION
                          CONSOLIDATING BALANCE SHEET
                                 (IN THOUSANDS)
                            AS OF DECEMBER 31, 1996
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                         COMBUSTION     GAS      ELIM. &       MCNIC
                                                   MCNIC     BRIDGEWATER  CONCEPTS    SERVICES   RECLASSES     CONSOL.            
                                                 ------------------------------------------------------------------------
<S>                                              <C>            <C>          <C>    <C>        <C>             <C>
LIABILITIES AND CAPITALIZATION

CURRENT LIABILITIES
Accounts payable                                 $    3,998     $    1       $ 51   $  201,023 $         -     $  205,073
Notes payable                                       128,336          -          -      449,844    (507,180)        71,000
Current portion of long-term debt, capital lease
     obligations and redeemable cumulative
     preferred securities                                 -          -          -        1,460      30,000         31,460
Federal income, property and other taxes
     payable                                         10,431        288         19        1,839           1         12,578
Other                                                13,100          -          -       10,209       2,392         25,701
                                                 ------------------------------------------------------------------------
                                                    155,865        289         70      664,375    (474,787)       345,812
                                                 ------------------------------------------------------------------------

DEFERRED CREDITS AND OTHER LIABILITIES                                                          
Accumulated deferred income taxes                     1,291        432         28      118,131     (44,942)        74,940
Deferred swap gains and payables                          -          -          -       48,365           -         48,365
Minority interest                                         -          -          -          306           -            306
Other                                                11,912          -         64       13,283      (6,793)        18,466
                                                 ------------------------------------------------------------------------
                                                     13,203        432         92      180,085     (51,735)       142,077
                                                 ------------------------------------------------------------------------

CAPITALIZATION
Long-term debt, including capital
     lease obligations                              562,822          -          -      109,952      28,583        701,357
Common shareholders' equity                         352,565        370          5      611,934    (612,350)       352,524
                                                 ------------------------------------------------------------------------
                                                    915,387        370          5      721,886    (583,767)     1,053,881
                                                 ------------------------------------------------------------------------
                                                 $1,084,455     $1,091       $167   $1,566,346 $(1,110,289)    $1,541,770
                                                 ========================================================================
</TABLE>

<PAGE>   17
                             MCN ENERGY GROUP INC.
                                  GAS SERVICES
                         CONSOLIDATING INCOME STATEMENT
                                 (IN THOUSANDS)
                      FOR THE YEAR ENDED DECEMBER 31, 1996
                                  (UNAUDITED)
<TABLE>
<CAPTION>  
                                                                                                                       MCNIC
                                                                                                                     PIPELINE &   
                                                                                     MCNIC     STORAGE      MCNIC    PROCESSING   
                                                   COENERGY    COENERGY   COENERGY   POWER      DEVEL.    OIL & GAS    GROUP     
                                                   CANADIAN    TRADING    SUPPLY     CONSOL.    CONSOL.    CONSOL.    CONSOL.    
                                                   ---------------------------------------------------------------------------
<S>                                                 <C>       <C>         <C>       <C>         <C>      <C>          <C>       
OPERATING REVENUES                                                                                                          
Gas and oil sales                                   $ -       $590,861    $76,836    $41,871    $     8   $ 133,977    $     -  
Transportation                                        -              -          -          -          -           -        441  
Other                                                 -          1,047          -        271      4,410       3,965      5,928  
                                                   ---------------------------------------------------------------------------
                                                      -        591,908     76,836     42,142      4,418     137,942      6,369  
                                                   ---------------------------------------------------------------------------

OPERATING EXPENSES                                                                                                          
Cost of gas                                           -        568,811     74,043     35,068          7         173          -  
Operation and maintenance                             -         18,418          -      2,216      5,680      50,608      4,964  
Depreciation, depletion and amortization              -            916          -        (90)         -      44,469        944  
Property and other taxes                              -             81         63        125          -       9,457        327  
                                                   ---------------------------------------------------------------------------
                                                      -        588,226     74,106     37,319      5,687     104,707      6,235  
                                                   ---------------------------------------------------------------------------
OPERATING INCOME (LOSS)                               -          3,682      2,730      4,823     (1,269)     33,235        134  
                                                   ---------------------------------------------------------------------------
EQUITY IN EARNINGS (LOSS) OF JOINT VENTURES           -            212          -       (211)     5,324           -     10,590  
                                                   ---------------------------------------------------------------------------
                                                                                                                            
OTHER INCOME AND (DEDUCTIONS)                                                                                               
Interest income                                      82            678          -         82        186         208        189  
Interest on long-term debt                            -              -          -          -        (28)      1,926       (730) 
Other interest expense                                -         (3,397)         -          -          -     (10,302)    (5,359) 
Dividends on preferred securities subsidiaries        -              -          -          -          -           -      6,384  
Minority interest                                     -              -          -          -          -           -        (71) 
Other                                                (4)            30         (1)       152       (276)        (47)        35  
                                                   ---------------------------------------------------------------------------
                                                     78         (2,689)        (1)       234       (118)     (8,215)       448  
                                                   ---------------------------------------------------------------------------
                                                                                                                            
INCOME BEFORE INCOME TAXES                           78          1,205      2,729      4,846      3,937      25,020     11,172  
INCOME TAX PROVISION (BENEFIT)                       35            457        955      1,687        928      (6,487)     4,055  
                                                   ---------------------------------------------------------------------------
NET INCOME                                          $43       $    748    $ 1,774    $ 3,159    $ 3,009    $ 31,507    $ 7,117  
                                                   ===========================================================================

<CAPTION>                                      
                                               
                                               
                                                             TOTAL
                                                              GAS
                                                   ELIM.    SERVICES
                                                 --------------------
<S>                                              <C>         <C>
OPERATING REVENUES                             
Gas and oil sales                                $(120,764)  $722,789
Transportation                                           -        441
Other                                               (4,410)    11,211
                                                 --------------------
                                                  (125,174)   734,441
                                                 --------------------
                                               
OPERATING EXPENSES                             
Cost of gas                                       (120,762)   557,340
Operation and maintenance                           (4,409)    77,477
Depreciation, depletion and amortization                (1)    46,238
Property and other taxes                                 -     10,053
                                                 --------------------
                                                  (125,172)   691,108
                                                 --------------------
OPERATING INCOME (LOSS)                                 (2)    43,333
                                                 --------------------
EQUITY IN EARNINGS (LOSS) OF JOINT VENTURES              -     15,915
                                                 --------------------
                                               
OTHER INCOME AND (DEDUCTIONS)                  
Interest income                                         (1)     1,424
Interest on long-term debt                               -      1,168
Other interest expense                                  (2)   (19,060)
Dividends on preferred securities subsidiaries           -      6,384
Minority interest                                        -        (71)
Other                                                    4       (107)
                                                 --------------------
                                                         1    (10,262)
                                                 --------------------
                                               
INCOME BEFORE INCOME TAXES                              (1)    48,986
INCOME TAX PROVISION (BENEFIT)                           -      1,630
                                                 --------------------
NET INCOME                                       $      (1)  $ 47,356
                                                 ====================
</TABLE>                                       
<PAGE>   18
                             MCN ENERGY GROUP INC.
                                  GAS SERVICES
                          CONSOLIDATING BALANCE SHEET
                                 (IN THOUSANDS)
                            AS OF DECEMBER 31, 1996
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                                   MCNIC     
                                                                                                                 PIPELINE &   
                                                                                   MCNIC     STORAGE     MCNIC   PROCESSING   
                                                 COENERGY   COENERGY   COENERGY    POWER     DEVEL.    OIL & GAS   GROUP,     
                                                 CANADIAN   TRADING    SUPPLY CO.  CONSOL.   CONSOL.    CONSOL.    CONSOL.    
                                                 ------------------------------------------------------------------------
<S>                                              <C>      <C>          <C>       <C>        <C>       <C>        <C>        
ASSETS                                                                                                                      
                                                                                                                            
CURRENT ASSETS                                                                                                              
Cash and temporary cash investments                                                                                         
     at cost (which approximates market value)   $1,895   $ 10,374     $    -    $ 4,108    $    82   $    960   $  3,384   
Accounts receivable                                   -    154,750      6,834      7,231         (1)    54,622      2,615   
Allowance for doubtful account                        -       (710)         -          -          -          -          -   
Gas in inventory                                      -      9,640          -      1,611          -          -          -   
Property taxes assessed applicable to                                                                                       
     future periods                                   -          1          -          -          -      1,782        382   
Other                                                 -     13,343          -         50         25        641       (896)  
                                                 ------------------------------------------------------------------------
                                                  1,895    187,398      6,834     13,000        106     58,005      5,485   
                                                 ------------------------------------------------------------------------
                                                                                                                            
DEFERRED CHARGES AND OTHER ASSETS                                                                                           
Investment in and advances to joint ventures          -        504          -     27,233     29,946          -    176,946   
Deferred swap losses and receivables                  -     65,051          -          -          -          -          -   
Other                                                 9     14,591          -      4,594      4,048     39,029     11,973   
                                                 ------------------------------------------------------------------------
                                                      9     80,146          -     31,827     33,994     39,029    188,919   
                                                 ------------------------------------------------------------------------
                                                                                                                            
PROPERTY, PLANT AND EQUIPMENT, AT COST                -      2,961          -      2,885        598    982,318     27,895   
Less: Accumulated depreciation and depletion          -        422          -          3          -     79,427      1,269   
                                                 ------------------------------------------------------------------------
                                                      -      2,539          -      2,882        598    902,891     26,626   
                                                 ------------------------------------------------------------------------
                                                 $1,904   $270,083     $6,834    $47,709    $34,698   $999,925   $221,030   
                                                 ========================================================================

<CAPTION>
                                               
                                               
                                                               TOTAL
                                                                GAS
                                                   ELIM.      SERVICES
                                                  ---------------------
<S>                                               <C>        <C>
ASSETS                                         
                                               
CURRENT ASSETS                                 
Cash and temporary cash investments            
     at cost (which approximates market value)    $     (1)  $   20,802
Accounts receivable                                (15,591)     210,460
Allowance for doubtful account                           -         (710)
Gas in inventory                                         -       11,251
Property taxes assessed applicable to          
     future periods                                      -        2,165
Other                                                    -       13,163
                                                  ---------------------
                                                   (15,592)     257,131
                                                  ---------------------

DEFERRED CHARGES AND OTHER ASSETS              
Investment in and advances to joint ventures             1      234,630
Deferred swap losses and receivables                     -       65,051
Other                                                 (244)      74,000
                                                  ---------------------
                                                      (243)     373,681
                                                  ---------------------

PROPERTY, PLANT AND EQUIPMENT, AT COST                  (2)   1,016,655
Less: Accumulated depreciation and depletion             -       81,121
                                                  ---------------------
                                                        (2)     935,534
                                                  ---------------------
                                                  $(15,837)  $1,566,346
                                                  =====================
</TABLE>                                       
<PAGE>   19
                             MCN ENERGY GROUP INC.
                                  GAS SERVICES
                          CONSOLIDATING BALANCE SHEET
                                 (IN THOUSANDS)
                            AS OF DECEMBER 31, 1996
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                                   MCNIC
                                                                                                                 PIPELINE &   
                                                                                 MCNIC     STORAGE     MCNIC     PROCESSING   
                                                COENERGY  COENERGY   COENERGY    POWER      DEVEL.    OIL & GAS    GROUP,     
                                                CANADIAN   TRADING    SUPPLY     CONSOL.    CONSOL.    CONSOL.     CONSOL.    
                                                --------------------------------------------------------------------------
<S>                                              <C>      <C>         <C>        <C>        <C>       <C>        <C>        
LIABILITIES AND CAPITALIZATION                                                                                              
                                                                                                                            
CURRENT LIABILITIES                                                                                                         
Accounts payable                                 $1,474   $113,168    $15,705    $ 5,250    $   420   $ 68,794   $ 12,050   
Notes payable                                         -    101,863          -      3,000          -    219,826    125,156   
Current portion of long-term debt, capital 
     lease obligations and redeemable 
     cumulative preferred securities                  -          -          -          -          -      1,460          -   
Federal income, property and other taxes                                                                                    
     payable                                       (107)      (320)       (38)       454        443        486        921   
Other                                                 -      6,272          -         (2)         -      2,938      1,001   
                                                 ------------------------------------------------------------------------
                                                  1,367    220,983     15,667      8,702        863    293,504    139,128   
                                                 ------------------------------------------------------------------------
                                                                                                                            
DEFERRED CREDITS AND OTHER LIABILITIES                                                                                      
Accumulated deferred income taxes                     -       (355)        21     11,000      3,473     96,302      7,689   
Deferred swap gains and payables                      -     48,365          -          -          -          -          -   
Minority interest                                     -          -          -          -          -          -        306   
Other                                                 -      6,349         (1)     2,035         (1)     2,501      2,399   
                                                 ------------------------------------------------------------------------
                                                      -     54,359         20     13,035      3,472     98,803     10,394   
                                                 ------------------------------------------------------------------------
                                                                                                                            
CAPITALIZATION                                                                                                              
Long-term debt, including capital                                                                                           
     lease obligations                                -          -          -          -        759    109,098         95   
Common shareholders' equity                         537     (5,259)    (8,853)    25,972     29,604    498,520     71,413   
                                                 ------------------------------------------------------------------------
                                                    537     (5,259)    (8,853)    25,972     30,363    607,618     71,508   
                                                 ------------------------------------------------------------------------
                                                 $1,904   $270,083    $ 6,834    $47,709    $34,698   $999,925   $221,030   
                                                 =========================================================================  

<CAPTION>                                      
                                               
                                               
                                                              TOTAL
                                                              GAS
                                                   ELIM.    SERVICES
                                                  ---------------------
<S>                                               <C>        <C>
LIABILITIES AND CAPITALIZATION                 
                                               
CURRENT LIABILITIES                            
Accounts payable                                  $(15,838)  $  201,023
Notes payable                                           (1)     449,844
Current portion of long-term debt, capital 
     lease obligations and redeemable 
     cumulative preferred securities                     -        1,460
Federal income, property and other taxes       
     payable                                             -        1,839
Other                                                    -       10,209
                                                  ---------------------
                                                   (15,839)     664,375
                                                  ---------------------
                                               
DEFERRED CREDITS AND OTHER LIABILITIES         
Accumulated deferred income taxes                        1      118,131
Deferred swap gains and payables                         -       48,365
Minority interest                                        -          306
Other                                                    1       13,283
                                                  ---------------------
                                                         2      180,085
                                                  ---------------------
                                               
CAPITALIZATION                                 
Long-term debt, including capital              
     lease obligations                                   -      109,952
Common shareholders' equity                              -      611,934
                                                  ---------------------
                                                         -      721,886
                                                  ---------------------
                                                  $(15,837)  $1,566,346
                                                  =====================
</TABLE>                                       


<PAGE>   20

                                MCN Corporation
                            Financial Data Schedule


     This schedule contains MCN Corporation's summary financial information
extracted from the consolidated balance sheet as of December 31, 1996, and the
related statement of consolidated income for the year ended December 31, 1996,
and is qualified in its entirety by reference to such financial statements.



                                                       1996
                                                MCN Corporation
            Item No.     Caption Heading        Consolidated (000s)
            --------  ------------------------  -------------------

              1       Total Assets                $3,633,404
              2       Total Operating Revenues     1,997,268
              3       Net Income                     150,340





<TABLE> <S> <C>

<ARTICLE> OPUR3
<LEGEND>
THIS SCHEDULE CONTAINS MCN CORPORATION'S SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1996, AND THE RELATED
STATEMENT OF CONSOLIDATED INCOME FOR THE YEAR ENDED DECEMBER 31, 1996, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-ASSETS>                               3,633,404
<TOTAL-OPERATING-REVENUES>                   1,997,268
<NET-INCOME>                                   150,340
        

</TABLE>


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