1
Exhibit D
Page 1 of 6
AGREEMENT FOR FILING CONSOLIDATED
FEDERAL INCOME TAX RETURN AND FOR
ALLOCATION OF LIABILITIES AND BENEFITS
ARISING FROM SUCH CONSOLIDATED
TAX RETURN BETWEEN
COLUMBIA ENERGY GROUP
AND SUBSIDIARY COMPANIES
The following members of Columbia Energy Group, affiliated group of corporations
as described in Section 1504 of the Internal Revenue Code hereby authorize their
common parent corporation, Columbia Energy Group, to make and file a
consolidated federal income tax return on behalf of the group.
Federal
Employer
Identification
Name and Address Number
---------------------------------------------------------- --------------
Columbia Energy Group............................................................... ▇▇-▇▇▇▇▇▇▇
Columbia Finance Corporation........................................................ ▇▇-▇▇▇▇▇▇▇
Columbia Accounts Receivable Corporation......................................... ▇▇-▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Columbia Atlantic Trading Corporation............................................... ▇▇-▇▇▇▇▇▇▇
Columbia Energy Group Service Corporation........................................... ▇▇-▇▇▇▇▇▇▇
Columbia LNG Corporation............................................................ ▇▇-▇▇▇▇▇▇▇
CLNG Corporation................................................................. ▇▇-▇▇▇▇▇▇▇
Columbia Insurance Corporation, LTD................................................. ▇▇-▇▇▇▇▇▇▇
Columbia Energy Group Capital Corporation........................................... ▇▇-▇▇▇▇▇▇▇
TriStar Gas Technologies, Inc.................................................... ▇▇-▇▇▇▇▇▇▇
Columbia Transmission Communications Corporation................................. ▇▇-▇▇▇▇▇▇▇
Columbia Network Services Corporation............................................... ▇▇-▇▇▇▇▇▇▇
CNS Microwave, Inc............................................................... ▇▇-▇▇▇▇▇▇▇
Columbia Pipeline Corporation....................................................... ▇▇-▇▇▇▇▇▇▇
Columbia Deep Water Services Company............................................. ▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Columbia Electric Corporation....................................................... ▇▇-▇▇▇▇▇▇▇
Columbia Electric ▇▇▇▇▇▇▇ General Corporation.................................... ▇▇-▇▇▇▇▇▇▇
Columbia Electric Binghamton General Corporation................................. ▇▇-▇▇▇▇▇▇▇
Columbia Electric Vineland General Corporation................................... ▇▇-▇▇▇▇▇▇▇
Columbia Electric Liberty Corporation............................................ ▇▇-▇▇▇▇▇▇▇
Columbia Electric ▇▇▇▇▇▇▇ General Corporation....................................... ▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Exhibit D
Page 2 of 6
Columbia Electric ▇▇▇▇▇▇▇ General II Corporation.................................... ▇▇-▇▇▇▇▇▇▇
Columbia Electric ▇▇▇▇▇▇▇ Limited Corporation....................................... ▇▇-▇▇▇▇▇▇▇
Columbia Electric ▇▇▇▇▇▇▇ Limited II Corporation.................................... ▇▇-▇▇▇▇▇▇▇
Columbia Electric Binghamton Limited Corporation.................................... ▇▇-▇▇▇▇▇▇▇
Columbia Electric Vineland Limited Corporation...................................... ▇▇-▇▇▇▇▇▇▇
Columbia Electric Rumford Limited Corporation....................................... ▇▇-▇▇▇▇▇▇▇
Columbia Electric Limited Holdings Corporation...................................... ▇▇-▇▇▇▇▇▇▇
Columbia Electric ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Corporation..................................... ▇▇-▇▇▇▇▇▇▇
Columbia Electric Liberty II Corporation............................................ ▇▇-▇▇▇▇▇▇▇
Columbia Electric Liberty Member Corporation........................................ ▇▇-▇▇▇▇▇▇▇
Columbia Electric Liberty Member II Corporation..................................... ▇▇-▇▇▇▇▇▇▇
Columbia Electric ▇▇▇▇▇▇ Corporation................................................ ▇▇-▇▇▇▇▇▇▇
Columbia Electric Haverstraw Corporation............................................ ▇▇-▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Columbia Gas of Kentucky, Inc....................................................... ▇▇-▇▇▇▇▇▇▇
Columbia Gas of Maryland, Inc....................................................... ▇▇-▇▇▇▇▇▇▇
Columbia Gas of Ohio, Inc........................................................... ▇▇-▇▇▇▇▇▇▇
Columbia Gas of Pennsylvania, Inc................................................... ▇▇-▇▇▇▇▇▇▇
Columbia Gas of Virginia, Inc....................................................... ▇▇-▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Columbia Gulf Transmission Company.................................................. ▇▇-▇▇▇▇▇▇▇
Columbia Gas Transmission Corporation............................................... ▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Columbia Propane Corporation........................................................ ▇▇-▇▇▇▇▇▇▇
Columbia Petroleum Corporation................................................... ▇▇-▇▇▇▇▇▇▇
CP Holdings, Inc................................................................. ▇▇-▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Columbia Energy Resources, Inc...................................................... ▇▇-▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Columbia Natural Resources, Inc..................................................... ▇▇-▇▇▇▇▇▇▇
Alamco Delaware, Inc................................................................ ▇▇-▇▇▇▇▇▇▇
Hawg Hauling & Disposal, Inc..................................................... ▇▇-▇▇▇▇▇▇▇
Columbia Natural Resources Canada, Ltd........................................... ▇▇-▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Exhibit D
Page 3 of 6
Columbia Energy Services Corporation................................................ ▇▇-▇▇▇▇▇▇▇
Columbia Energy Retail Corporation............................................... ▇▇-▇▇▇▇▇▇▇
Columbia Energy Marketing Corporation............................................ ▇▇-▇▇▇▇▇▇▇
Columbia Energy Power Marketing Corporation...................................... ▇▇-▇▇▇▇▇▇▇
Columbia Service Partners, Inc...................................................... ▇▇-▇▇▇▇▇▇▇
Columbia Assurance Agency, Inc................................................... ▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇▇.▇▇▇ Corporation.............................................................. ▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The parties hereby agree to allocate liabilities and benefits arising from such
consolidated return in the manner prescribed below which is consistent with Rule
45(c) of the Public Utility Holding Company Act of 1935:
(1) Definitions:
"Consolidated tax" is the aggregate current U.S. federal income tax
liability for a tax year, being the tax shown on the consolidated
federal income tax return and any adjustments thereto which are
thereafter determined. If, because of a consolidated net operating
loss, investment tax credit, carrybacks, etc., a refund is due, the
consolidated tax for the current year will be that refund.
"Separate return tax" is the tax on the corporate taxable income or
capital of a company including the effect of any particular feature of
the tax law, differences in tax rates, investment tax credits, etc.,
applicable to it. Separate return tax may be either positive or
negative.
(2) The consolidated tax shall be apportioned among the members of the
group utilizing the "separate return tax" method in the manner
prescribed below:
(a) Intercompany eliminations recorded by consolidation entries
which affect the consolidated tax will be assigned to the
appropriate member necessitating the intercompany elimination
for the purpose of computing separate return tax.
(b) With the exception of the parent corporation, each member of
the group having negative separate return tax will receive
current payment in an amount equal to such negative separate
return tax if that member has sufficient taxable income in the
carryback period to utilize its negative separate return tax.
A member of the group that cannot utilize its negative
separate return tax on a stand alone basis either in the
current period or the permitted carryback period will not
receive payment for their negative separate return tax until
that member generates sufficient taxable income to utilize its
losses. The benefits of the negative separate
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Exhibit D
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return tax not utilized currently by the member will serve
to reduce the tax payment obligation of the positive
separate return tax members. The positive separate return
tax member will record a liability to the Parent
Corporation for this reduction. The Parent Corporation
will record a liability for the negative separate return
tax to the loss member. Members with a negative separate
return tax will not participate in the allocation of the
parent corporation loss, if applicable, for that year.
If, because of carryback or other restrictions, the
aggregate of all negative separate return taxes is not
entirely usable in the current year"s return, the portion
which is usable will be apportioned among the members
having negative separate return tax in proportion thereto.
(c) Any parent corporation gain or loss realized from its sale
of its interest in subsidiaries" securities will be
assigned to parent corporation and will not be allocated to
other members. All other parent corporation negative
separate return tax will be allocated currently to positive
separate return tax members on the ratio of their positive
separate return tax to the total positive separate return
tax.
(d) Each member of the group, after intercompany eliminations,
having positive separate return tax will pay an amount
equal to its proportionate share of the consolidated tax
liability to members having negative separate return tax,
for which the separate return loss was utilized to offset
consolidated taxable income, based on the ratio of its
separate return tax to the total of the separate return
taxes of members having positive separate return tax,
assuming such loss companies meet the carryback requirement
of sub-section (b) above.
(3) Carryover and other rights, if any, accrued under past regulations and
orders for which a member company has not been paid shall be accounted
for as follows: Each such member generating such benefits shall receive
payment to the earliest year in which statutory carryover periods have
not expired. Payment will be received, following execution of this
agreement, from the companies which benefited from the prior deductions
in the same ratios initially used to distribute such benefits.
(4) In the event the consolidated return reflects a net operating loss or
excess investment tax credit and cannot be totally carried back, the
tax benefit of such net operating loss or excess shall be allowed as a
carryover to future years. In the event they cannot be fully utilized
on a consolidated basis, a proportionate allocation under Section (2)
will be made. If and when the tax benefits are realizable on a
consolidated basis in a subsequent year, such tax benefits shall be
allocated to the members originally denied such benefits in the year
the items were generated.
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Exhibit D
Page 5 of 6
(5) In the event the consolidated tax is subsequently materially revised by
amended returns, interim payments or refunds, or, in any event, by a
final determination, such changes shall be allocated in the same manner
as though the adjustments on which they are based had formed part of
the original consolidated return. The tax effect of negotiated
adjustments which do not include an item-by-item modification of the
return shall be allocated in accordance with Section (2)(d) of this
agreement or, considering all the facts and circumstances, under such
other method as may be determined to be more fair and equitable.
(6) No subsidiary company, as a result of the method of allocation
described herein, shall be required to pay more tax than its separate
return tax as defined in Section (1).
(7) Any current state income tax liability or benefit associated with a
state income tax return or franchise tax return involving more than one
member shall be allocated to such subsidiaries doing business in such
state based on their separate return liabilities and other principles
set forth herein.
No member is to be allocated a state tax which is greater than its
state tax liability had it filed a separate return, including the
carryback/carryforward period . All available credits are to be
allocated to the member generating the credit prior to the allocation
of the System tax liability if available on a separate return basis.
Similar to section 2(b) for federal income taxes, a member of the group
that cannot utilize its negative separate return tax on a stand alone
basis either in the current period or permitted carryback period will
not receive payment for their negative separate return tax until that
member generates sufficient taxable income to utilize its losses.
In the event the consolidated state income tax liability for any year
is redetermined subsequent to the allocation of the consolidated tax
liability reported for that tax year, the redetermined tax liability
shall be allocated pursuant to this Agreement as if the adjustments and
modifications related to this determination had been a part of the
original return. Any interest or penalties associated with underpayment
or overpayment of tax shall be allocated based on the allocation of the
underlying underpayment or overpayment of tax.
(8) This agreement shall apply to the consolidated federal and state income
tax returns to be filed for the calendar year 1996 and all subsequent
years unless subsequently amended. In the case of unexpected events,
including changes in the tax laws which may require modifications to
the agreement, amendment to this agreement shall be conditioned on
approval by the Securities and Exchange Commission.
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Exhibit D
Page 6 of 6
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned, duly authorized, have signed this agreement
on behalf of the company(s) indicated.
By:_________________________
DATE: December 31, 1999
