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Exhibit D
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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 . . . . . . . . . . . . . . . 00-0000000
COLUMBIA ATLANTIC TRADING CORPORATION . . . . . . . . . . 00-0000000
COLUMBIA ENERGY GROUP SERVICE CORPORATION . . . . . . . . 00-0000000
COLUMBIA LNG CORPORATION . . . . . . . . . . . . . . . . . 00-0000000
CLNG CORPORATION . . . . . . . . . . . . . . . . . . . . 00-0000000
COLUMBIA INSURANCE CORPORATION, LTD . . . . . . . . . . . 00-0000000
TRISTAR CAPITAL CORPORATION . . . . . . . . . . . . . . . 00-0000000
TRISTAR GAS TECHNOLOGIES, INC. . . . . . . . . . . . . . 00-0000000
COLUMBIA NETWORK SERVICES CORPORATION. . . . . . . . . . . 00-0000000
CNS MICROWAVE, INC. . . . . . . . . . . . . . . . . . . . 00-0000000
00000 XXXXXXX XXXXXX XXXXX, XXXXX 000
XXXXXX, XX 00000-0000
COLUMBIA ELECTRIC 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
000 XXX XXXXX XXXXXX, XXXXX 000
XXXXXXX, XX 00000
COLUMBIA GAS OF KENTUCKY, INC. . . . . . . . . . . . . . 00-0000000
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COLUMBIA GAS OF MARYLAND, INC. . . . . . . . . . . . . . 00-0000000
COLUMBIA GAS OF OHIO, INC. . . . . . . . . . . . . . . . . 00-0000000
COLUMBIA GAS OF PENNSYLVANIA, INC. . . . . . . . . . . . . 00-0000000
COLUMBIA GAS OF VIRGINIA, INC. . . . . . . . . . . . . . . 00-0000000
000 XXXXX XXXXXX XXXXX
XXXXXXXX, XX 00000
COLUMBIA GULF TRANSMISSION COMPANY . . . . . . . . . . . . 00-0000000
COLUMBIA GAS TRANSMISSION CORPORATION . . . . . . . . . . 00-0000000
00000 XXXX XXXXX XXXXXXX
XXXXXXX, XX 00000-0000
COMMONWEALTH PROPANE, INC. . . . . . . . . . . . . . . . 00-0000000
COLUMBIA PROPANE CORPORATION . . . . . . . . . . . . . . . 00-0000000
0000 XXXXXXXXX XXXXXXX, XXXXX 000
XXXXXXXX, XX 00000
COLUMBIA NATURAL RESOURCES, INC. . . . . . . . . . . . . 00-0000000
ALAMCO, INC. . . . . . . . . . . . . . . . . . . . . . . 00-0000000
ALAMCO DELAWARE, INC. . . . . . . . . . . . . . . . . . . 00-0000000
HAWG HAULING & DISPOSAL, INC. . . . . . . . . . . . . . . 00-0000000
000 XXXXXXXXXXXX XXXXXX
XXXXXXXXXX, XX 00000
COLUMBIA ENERGY SERVICES CORPORATION . . . . . . . . . . 00-0000000
COLUMBIA ENERGY MARKETING CORPORATION . . . . . . . . . . 00-0000000
COLUMBIA ENERGY POWER 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.
"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.
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(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 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,
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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 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
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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.
By:________________________________
DATE: December 31, 1997
