1
Exhibit D
Page 1
AGREEMENT FOR FILING CONSOLIDATED
FEDERAL INCOME TAX RETURN AND FOR
ALLOCATION OF LIABILITIES AND BENEFITS
ARISING FROM SUCH CONSOLIDATED
TAX RETURN BETWEEN
THE COLUMBIA GAS SYSTEM, INC.
AND SUBSIDIARY COMPANIES
The following members of The Columbia Gas System, Inc., affiliated
group of corporations as described in Section 1504 of the Internal Revenue Code
hereby authorize their common parent corporation, The Columbia Gas System,
Inc., to make and file a consolidated federal income tax return on behalf of
the group.
Federal
Employer
Identification
Name and Address Number
---------------------------------------------------------- --------------
The Columbia Gas System, Inc. . . . . . . . . . . . . . . 00-0000000
Columbia Atlantic Trading Corporation . . . . . . . . . . 00-0000000
Columbia Gas System Service Corporation . . . . . . . . . 00-0000000
Columbia Insurance Corporation, LTD . . . . . . . . . . . APPLIED FOR
Columbia LNG Corporation . . . . . . . . . . . . . . . . . 00-0000000
CLNG Corporation . . . . . . . . . . . . . . . . . . . . 00-0000000
Columbia Network Services Corporation. . . . . . . . . . . 00-0000000
CNS Microwave, Inc. . . . . . . . . . . . . . . . . . . . 00-0000000
TriStar Capital Corporation . . . . . . . . . . . . . . . 00-0000000
TriStar Gas Technologies, Inc. . . . . . . . . . . . . . 00-0000000
00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000-0000
TriStar Ventures Corporation . . . . . . . . . . . . . . . 00-0000000
TriStar Xxxxxxx Limited Corporation . . . . . . . . . . . 00-0000000
TriStar Xxxxxxx General Corporation . . . . . . . . . . . 00-0000000
TriStar Fuel Cells Corporation . . . . . . . . . . . . . 00-0000000
TriStar Binghamton General Corporation . . . . . . . . . 00-0000000
TriStar Binghamton Limited Corporation . . . . . . . . . 00-0000000
TriStar Georgetown General Corporation . . . . . . . . . 00-0000000
TriStar Georgetown Limited Corporation . . . . . . . . . 00-0000000
TriStar Vineland General Corporation . . . . . . . . . . 00-0000000
TriStar Vineland Limited Corporation . . . . . . . . . . 00-0000000
TriStar Rumford Limited Corporation . . . . . . . . . . . 00-0000000
TVC Nine Corporation . . . . . . . . . . . . . . . . . . 00-0000000
TVC Ten Corporation . . . . . . . . . . . . . . . . . . . 00-0000000
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Exhibit D
Page 2
000 Xxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Columbia Gas of Kentucky, Inc. . . . . . . . . . . . . . 00-0000000
Columbia Gas of Maryland, Inc. . . . . . . . . . . . . . 00-0000000
Columbia Gas of Ohio, Inc. . . . . . . . . . . . . . . . 00-0000000
Columbia Gas of Pennsylvania, Inc. . . . . . . . . . . . 00-0000000
Commonwealth Gas Services, Inc. . . . . . . . . . . . . . 00-0000000
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
Columbia Gas Development Corporation . . . . . . . . . . . 00-0000000
Xxx Xxxxxxxx, Xxxxx Xxxxx
Xxxxxxx, XX 00000
Columbia Gulf Transmission Company . . . . . . . . . . . . 00-0000000
Columbia Gas Transmission Corporation . . . . . . . . . . 00-0000000
0000 XxxXxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
Commonwealth Propane, Inc. . . . . . . . . . . . . . . . 00-0000000
Columbia Propane Corporation . . . . . . . . . . . . . . . 00-0000000
0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Columbia Coal Gasification Corporation . . . . . . . . . . 00-0000000
Columbia Natural Resources, Inc. . . . . . . . . . . . . 00-0000000
000 Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Columbia Energy Services Corporation . . . . . . . . . . 00-0000000
Columbia Energy Marketing Corporation . . . . . . . . . . 00-0000000
Columbia Service Partners, Inc. . . . . . . . . . . . . . 00-0000000
000 Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
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.
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Exhibit D
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"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 tax liability to utilize its
losses. The benefits of the negative separate 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.
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Exhibit D
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(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.
(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
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Exhibit D
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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.
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.
/s/Chief Financial Officer of Subsidiary Corporation
By:
Officer
DATE: December 31, 1996
