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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2002

OR

For the transition period from                  to                

Commission File Number 1-3196

CONSOLIDATED NATURAL GAS COMPANY

(Exact name of registrant as specified in its charter)

(804) 819-2000

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x  No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is an accelerated filer.  Yes  ¨  No  x

The aggregate market value of the voting stock held by non-affiliates of the registrant as of February 28, 2003, was zero.

As of February 28, 2003, there were issued and outstanding 100 shares of the registrant’s common stock, without par value, all of which were held, beneficially and of record, by Dominion Resources, Inc.

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I.(1)(a) AND (b) OF FORM 10-K AND IS FILING THIS FORM 10-K UNDER THE REDUCED DISCLOSURE FORMAT.

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Consolidated Natural Gas Company

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Part I

The Company

Consolidated Natural Gas Company (CNG or the Company) operates in all phases of the natural gas business, explores for and produces oil, and provides a variety of retail energy marketing services. The Company is a wholly-owned subsidiary of Dominion Resources, Inc. (Dominion), a fully integrated gas and electric holding company headquartered in Richmond, Virginia. The Company is a public utility holding company registered under the Public Utility Holding Company Act of 1935 (1935 Act).

On January 28, 2000, Dominion completed the acquisition of CNG and merged CNG into a subsidiary (New Company) of Dominion. The New Company was incorporated in Delaware in 1999 and at the time of the merger changed its name to Consolidated Natural Gas Company. The “Company” is used throughout this report and, depending on the context of its use, refer to CNG, one of CNG’s consolidated subsidiaries, or the entirety of CNG and its consolidated subsidiaries, both before and after the merger with Dominion.

At December 31, 2002, the Company had approximately 4,500 employees. Approximately 2,700 employees are subject to collective bargaining agreements.

The Company’s principal executive offices are located at 120 Tredegar Street, Richmond, Virginia 23219 and its telephone number is (804) 819-2000.

Operating Segments

The Company manages its operations through three principal operating segments: Delivery, Energy and Exploration & Production.

Energy manages the Company’s gas transmission pipeline, certain gas production, storage and by-product operations and energy marketing activities. Delivery manages the Company’s retail gas distribution system and customer service operations. Exploration & Production manages the Company’s onshore and offshore gas and oil exploration, development and production operations. They are located in several major producing basins in the lower 48 states, including the outer continental shelf and deep-water areas of the Gulf of Mexico.

The Company also reports the activities of CNG International Corporation and other minor subsidiaries in its Corporate and Other segment. CNG International was involved in, among other activities, the development and operation of a 26-megawatt power plant located on the island of Kauai, Hawaii. In 2000, management committed to a plan of disposal for CNG International. See Note 8 to the Consolidated Financial Statements for more information.

While the Company manages its daily operations as described above, the assets remain wholly-owned by its legal subsidiaries. For additional financial information on operating segments and geographical areas, see Note 25 to the Consolidated Financial Statements.

Seasonality

Gas sales in the Delivery segment typically vary seasonally based on increased demand for gas by residential and commercial customers for heating use based on changes in temperature. The Energy segment is also impacted by seasonal changes in the prices of commodities that it actively markets. For the Exploration & Production segment, gas prices can vary seasonally as well.

Competition

Delivery

Deregulation is at varying stages in the three states in which the Company’s gas distribution subsidiaries operate. In Pennsylvania, supplier choice is available for all residential and small commercial customers. In Ohio, legislation has not been enacted to require supplier choice for residential and commercial natural gas consumers. However, the Company offers an Energy Choice program to customers on its own initiative, in cooperation with the Public Utilities Commission of Ohio (Ohio Commission).

West Virginia legislation currently does not require customer choice in its retail natural gas markets and the Company has not voluntarily initiated an Energy Choice program. However, the West Virginia Public Service Commission (West Virginia Commission) recently issued regulations to govern pooling services, one of the tools that natural gas suppliers may utilize to provide retail customer choice in the future. In 2002, the West Virginia Commission proposed rules that require competitive gas service providers be licensed in West Virginia. In

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addition, the West Virginia Commission is developing rules for a code of conduct between utilities and their marketing affiliates, as well as consumer protection regulations and marketer licensing rules.

See Regulated Gas Distribution Operations in Future Issues and Outlook in Item 7. Management’s Discussion and Analysis of Results of Operations (MD&A) for additional information.

Energy

The Company’s large underground natural gas storage network and the location of its pipeline system are a significant link between the country’s major gas pipelines and large markets in the Northeast and Mid-Atlantic regions and on the East Coast. The Company’s pipelines are part of an interconnected gas transmission system which continues to provide local distribution companies, marketers, power generators, and industrial and commercial customers the accessibility of supplies nationwide.

The Company competes with domestic and Canadian pipeline companies and gas marketers seeking to provide or arrange transportation, storage and other services for customers. Alternative energy sources, such as oil or coal, provide another level of competition. Although competition is based primarily on price, the array of services that can be provided to customers is also an important factor. The combination of capacity rights held on certain longline pipelines, a large storage capability and the availability of numerous receipt and delivery points along its own pipeline system enables the Company to tailor its services to meet the needs of individual customers.

Exploration & Production

The Company conducts exploration and production operations in several major gas and oil producing basins in the lower 48 states, including the outer continental shelf and deep-water areas of the Gulf of Mexico. Competitors range from major international oil companies to smaller, independent producers.

The Company faces significant competition in the bidding for federal offshore leases and in obtaining leases and drilling rights for onshore properties. Since the Company is the operator of a number of properties, it also faces competition in securing drilling equipment and supplies for exploration and development.

In terms of its production activities, the Company sells most of its deliverable natural gas and oil into short and intermediate-term markets. The Company faces challenges related to the marketing of its natural gas and oil production due to the contraction of participants in the energy marketing industry. In the wake of the current industry developments, several energy trading participants have exited the business, reducing the number of active purchasers in the marketplace and reducing the Company’s delivery flexibility. However, the Company owns a large and diverse natural gas and oil portfolio and maintains an active gas and oil marketing presence in its primary production regions which strengthens its knowledge of the marketplace and delivery options.

Regulation

General

The Company is subject to regulation by the Securities and Exchange Commission (SEC), the Federal Energy Regulatory Commission (FERC), the Environmental Protection Agency (EPA), Department of Energy (DOE), the Army Corps of Engineers and other federal, state and local authorities.

State Regulation

The Company’s gas distribution business subsidiaries are subject to regulation of rates and other aspects of their businesses by the states in which they  operate—Ohio, Pennsylvania and West Virginia. When necessary the Company’s gas distribution subsidiaries seek general rate increases on a timely basis to recover increased operating costs and to ensure that rates of return are compatible with the cost of raising capital. In addition to general rate increases, certain of the Company’s gas distribution subsidiaries make routine separate filings with their respective state regulatory commissions to reflect changes in the costs of purchased gas. These purchased gas costs are recovered through a mechanism that ensures dollar for dollar recovery of prudently incurred costs. Costs incurred that are expected to be recovered in future rates are deferred as regulatory assets.

In November 2002, the Company filed comments in response to the Ohio Commission’s request for information needed to ensure that Ohio public utilities are not impacted by adverse financial consequences of parent or affiliate company unregulated operations. The Company informed the Ohio Commission that its affiliate and parent company transactions are governed by the rules of the 1935 Act. The Ohio Commission has not acted on the comments filed or given any indication as to how it will proceed at this time.

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For additional information on deregulation in the gas industry and current rate matters, see above in Competition and Regulated Gas Distribution Operations in Future Issues and Outlook in MD&A.

Public Utility Holding Company Act of 1935

The Company and Dominion are registered holding companies under the 1935 Act. The 1935 Act and related regulations issued by the SEC govern activities of the Company, Dominion and their subsidiaries with respect to the issuance and acquisition of securities, acquisition and sale of utility assets, certain transactions among affiliates, engaging in business activities not directly related to the utility or energy business, and other matters. Over the past few years, several bills have been introduced in Congress to repeal the 1935 Act, and repeal provisions are currently pending before Congress. The likelihood that such repeal will be enacted is highly uncertain.

Federal Energy Regulatory Commission

FERC regulates the transportation and sale for resale of natural gas in interstate commerce under the Natural Gas Act of 1938 and the Natural Gas Policy Act of 1978, as amended. FERC also has jurisdiction over the construction of pipeline and related facilities used in transportation and storage of natural gas in interstate commerce.

The Company’s interstate gas transportation and storage activities are regulated under the Natural Gas Act of 1938 and are conducted in accordance with certificates, tariffs and service agreements on file with FERC. The Company is also subject to the Natural Gas Pipeline Safety Act of 1968, which authorizes the establishment and enforcement of federal pipeline safety standards and places jurisdiction of these standards with the Department of Transportation.

Competition in the natural gas industry was increased by FERC Order 636, issued in 1992. FERC Order 636 requires transmission pipelines to operate as open-access transporters and provide transportation and storage services on an equal basis for all gas supplies, whether purchased from the Company or from another gas supplier.

In the spring of 2003, FERC expects to issue new rules governing standards of conduct between interstate electric transmission and gas transportation and storage providers and its energy related affiliates. One goal of FERC is to eliminate the separate standards of conduct regulations for natural gas pipelines and electric transmission utilities and replace these requirements with uniform standards applicable to interstate “Transmission Providers” of both natural gas and electricity. For additional discussion on FERC matters, see Interstate Gas Transmission Operations—FERC Policy Developments in Future Issues and Outlook in MD&A.

Environmental Matters

The Company is subject to various federal, state and local laws and regulations relating to the protection of the environment. These laws and regulations govern both current and future operations and potentially extend to plant sites formerly owned or operated by its subsidiaries, or their predecessors.

The Company is subject to the Federal Clean Air Act and the Federal Clean Air Act Amendments of 1990 (collectively referred to as the Clean Air Act), which require Title V permits for major facilities. The Clean Air Act also requires installation of Maximum Available Control Technology (MACT) to control the emissions of certain hazardous air pollutants from compressor engines. The Company is evaluating MACT proposed regulations but has not yet estimated the cost of expenditures that may ultimately be required.

The states within the Company’s operating area are currently developing regulations to reduce nitrogen oxide (NO_x) emissions to reach NO_x budget targets established by the EPA in order to meet goals under the Clean Air Act Amendments of 1990. Estimates of future cost impacts range from $15 to $18 million.

The EPA amended its oil pollution prevention regulations in July 2002. The total projected cost of compliance with the new regulations is estimated to range from $11 to $25 million, representing primarily capital expenditures.

For discussion of significant aspects of these matters, see Environmental Matters in Future Issues and Outlook in MD&A, Item 3. Legal Proceedings, and Note 21 to the Consolidated Financial Statements.

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Gas Supply

The Company’s gas supply is obtained from various sources, including: purchases from major and independent producers in the Southwest and Midwest regions; purchases from local producers in the Appalachian area; purchases from gas marketers; and withdrawals from the Company’s and third-party underground storage fields.

The Company continues to purchase volumes from the array of accessible producing basins using its firm capacity resources. These purchased supplies include Appalachian resources in Ohio, Pennsylvania and West Virginia, and production from the Gulf Coast, Mid-Continent and offshore areas. Upon FERC’s restructuring of the interstate pipeline business in 1992 and 1993, pipelines no longer sell the delivered natural gas commodity; rather, customers provide their own gas supply for wholesale storage and/or delivery by the pipelines. Much of the supply is purchased by local distributors, energy marketing companies or end-users, under seasonal or spot purchase agreements.

Gas Storage

The Company’s underground storage facilities play an important part in balancing gas supply with sales demand and are essential to servicing the the Mid-Atlantic and Northeast’s large volume of space-heating business. In addition, storage capacity is an important element in the effective management of both gas supply and pipeline transport capacity. The Company operates 26 underground gas storage fields located in Ohio, Pennsylvania, West Virginia and New York. The Company owns 20 of these storage fields and has joint-ownership with other companies in six of the fields. The total designed capacity of the storage fields, including native gas, is approximately 960 bcf. The Company’s share of the total capacity is about 717 bcf. About one-half of the total capacity is base gas which remains in the reservoirs at all times to provide the primary pressure which enables the balance of the gas to be withdrawn as needed.

Dominion Transmission, Inc. (Dominion Transmission) operates 756 bcf of the total designed storage capacity and owns 514 bcf of the Company’s capacity. Dominion Transmission utilizes a large portion of its turnable capacity to provide approximately 242 bcf of gas storage service for others. This service is provided principally to local distributors, end-users and other customers serving the Northeast.

The East Ohio Gas Company (Dominion East Ohio) and The Peoples Natural Gas Company (Dominion Peoples) own and operate the remaining 203 bcf of storage capacity. In addition to owning their own storage, these companies, as well as several of the Company’s other subsidiaries, have access to a portion of the storage capacity operated by Dominion Transmission. The distribution subsidiaries also have capacity available in storage fields owned by others. The Company controls other acreage in the Appalachian area suitable for the development of additional storage facilities which would enable further expansion of capacity to meet possible future storage needs.

Gas Production

The Company owns 4.5 trillion cubic feet equivalent of proved natural gas reserves and produced almost 800 million cubic feet of natural gas per day and 23 thousand barrels of oil per day in 2002.

The Company utilized production handling and firm transportation contracts to support delivery of our gas and oil in certain market areas. Additional information can also be found in Note 21 to the Consolidated Financial Statements.

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The Company shares its principal executive office in Richmond, Virginia, with its parent company, Dominion. Such office space is leased. The Company leases corporate offices in other cities in which its subsidiaries operate.

Energy and Delivery assets are located primarily in the states of Ohio, West Virginia and Pennsylvania, while Exploration & Production assets include proved reserves located in the Gulf of Mexico, Permian Basin, Mid-Continent Region, the Gulf coast, and the Appalachian area.

The Energy segment’s storage operations include 26 storage fields, approximately 373,000 acres of operated leaseholds and 2,000 storage wells. The Energy segment has approximately 7,900 miles of gas transmission, gathering and storage pipelines. The Company also has more than 100 compressor stations with approximately 577,000 installed compressor horsepower located in Ohio, West Virginia, Pennsylvania and New York. See map below for the Company’s gas transmission pipelines and storage facilities.

The Delivery segment’s investment in its gas distribution network is located in the states of Ohio, Pennsylvania and West Virginia and includes approximately 27,000 miles of pipe, exclusive of service pipe.

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Information detailing the Company’s gas and oil operations presented on the following pages includes the activity from the Exploration & Production segment and certain production activity in the Energy segment.

Company-Owned Proved Gas and Oil Reserves

Estimated net quantities of proved gas and oil reserves at December 31 of each of the last three years were as follows:

Certain subsidiaries of the Company file Form EIA-23 with the DOE, which reports gross proved reserves, including the working interests share of other owners, for properties operated by such Company subsidiaries. The proved reserves reported in the table above represent the Company’s share of proved reserves for all properties, based on the Company’s ownership interest in each property. For properties operated by the Company, the difference between the proved reserves reported on Form EIA-23 and the Company-owned proved reserves, reported in the table above, does not exceed five percent. Estimated proved reserves as of December 31, 2002 are based upon studies for each of the Company’s property prepared by the Company’s staff engineers and reviewed by either Ralph E. Davis Associates, Inc. or Ryder Scott Company, L.P.

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Calculations were prepared using standard geological and engineering methods generally accepted by the petroleum industry and in accordance with SEC guidelines.

Quantities of Gas and Oil Produced

Quantities of gas and oil produced* during each of the last three years ended December 31 follows:

The average sales price per thousand cubic feet (mcf) of gas (including transfers to other Dominion operations at market prices) realized during the years 2002, 2001 and 2000 was $3.60, $4.03 and $3.12, respectively. The respective average prices without hedging results per mcf of gas produced during the years 2002, 2001 and 2000 were $3.25, $4.14 and $3.90. The respective average prices realized for oil with hedging results were $23.73, $24.58 and $22.96 per barrel and the average prices without hedging results were $25.03, $24.71 and $24.65 per barrel. The average production (lifting) cost per mcf equivalent of gas and oil produced (as calculated per SEC guidelines) during the years 2002, 2001 and 2000 was $0.51, $0.49 and $0.43, respectively.

Net Wells Drilled in the Calendar Year

The number of net wells completed during each of the last three years ended December 31 follows:

As of December 31, 2002, 63 gross (47 net) wells were in process of drilling, including wells temporarily suspended.

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Acreage

The following table sets forth the gross and net developed and undeveloped acreage of the Company at December 31, 2002: