-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N4xEXytAl7Zjc2nkRN+xMnPceWWCMyt5JmDcS2g5sN6jQB9meD64FxNzUIjP2R/b An5FmU+EmXYgGf+dTgwVxQ== /in/edgar/work/20000629/0000893220-00-000813/0000893220-00-000813.txt : 20000920 0000893220-00-000813.hdr.sgml : 20000920 ACCESSION NUMBER: 0000893220-00-000813 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA ENERGY GROUP CENTRAL INDEX KEY: 0000022099 STANDARD INDUSTRIAL CLASSIFICATION: [4923 ] IRS NUMBER: 131594808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-01098 FILM NUMBER: 664299 BUSINESS ADDRESS: STREET 1: 13880 DULLES CORNER LANE STREET 2: SUITE 300 CITY: HENDERON STATE: VA ZIP: 20171-4600 BUSINESS PHONE: 7035616000 MAIL ADDRESS: STREET 1: 13880 DULLES CORNER LANE STREET 2: SUITE 300 CITY: HERNDON STATE: VA ZIP: 20171-4600 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA GAS SYSTEM INC DATE OF NAME CHANGE: 19920703 11-K 1 e11-k.txt FORM 11-K EMPLOYEE'S THRIFT PLAN COLUMBIA ENERGY 1 File No. 1-1098 FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ANNUAL REPORT PURSUANT TO SECTION 15(d) of the SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 EMPLOYEES' THRIFT PLAN OF COLUMBIA ENERGY GROUP Columbia Energy Group 13880 Dulles Corner Lane Herndon, Virginia 20171-4600 2 EMPLOYEES' THRIFT PLAN OF COLUMBIA ENERGY GROUP INDEX TO FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1999 AND 1998 Report of Independent Public Accountants................................... 2 Statements of Net Assets Available for Benefits............................ 3 Statement of Changes in Net Assets Available for Benefits.................. 4 Notes to Financial Statements and Schedules................................ 5 Schedule A - Statements of Net Assets Available for Benefits............... 10 Schedule B - Statement of Changes in Net Assets Available for Benefits..... 12 Schedule of Assets Held for Investment Purposes (Schedule H, Part IV (I)).. 15 Schedule of Reportable Transactions (Schedule H, Part IV (j)............... 16 Consent of Independent Public Accountants.................................. 18 Federal Tax Consequences (Unaudited)....................................... 19
All other schedules are omitted as they are not applicable or are not required based on the disclosure requirements of the Employee Retirement Income Security Act of 1974 ("ERISA") and applicable regulations issued by the Department of Labor. 3 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Thrift Plan Committee of the Employees' Thrift Plan of Columbia Energy Group: We have audited the accompanying statements of net assets available for benefits of the Employees' Thrift Plan of Columbia Energy Group (the "Plan") as of December 31, 1999 and 1998, and the related statement of changes in net assets available for benefits for the year ended December 31, 1999. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1999 and 1998, and the changes in its net assets available for benefits for the year ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's Management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Information certified by the trustee and presented in the schedule of assets held for investment purposes and the schedule of reportable transactions does not disclose the historical cost of investments in the Columbia Energy Group Stock Fund. Disclosure of this information is required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. ARTHUR ANDERSEN LLP New York, New York, June 14, 2000 2 4 EMPLOYEES' THRIFT PLAN OF COLUMBIA ENERGY GROUP STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1999 December 31, 1998 Assets Investments at fair value: Columbia Energy Group Common Stock $345,246,773 $346,169,555 Interest-bearing cash 8,860,867 2,930,746 ------------ ------------ Total Columbia Stock Fund 354,107,640 349,100,301 Mutual Funds: Retirement Money Market Portfolio 69,587,307 58,762,865 Magellan Fund 52,901,489 40,167,065 Contrafund 33,132,991 25,481,841 Equity Income 284,164 - Growth Company Fund 31,398,501 13,560,277 Growth & Income Portfolio 62,350,522 63,071,162 Intermediate Bond Fund 33,464,339 35,429,049 Overseas Fund 11,517,661 8,791,851 Europe Fund 5,840,300 6,994,294 Pacific Basin Fund 4,883,920 1,436,029 Balanced Fund 19,895,539 19,724,355 Capital Appreciation Fund - 4,968,029 Short-Term Bond Fund - 3,666,107 Spartan U.S. Equity Index Fund 99,895,057 85,055,824 PIMCO Total Return Institutional 630,888 - PIMCO Long-Term Government (Institutional) 210,167 - PIMCO Low Duration Institutional 3,948,759 - PIMCO StocksPlus Institutional 1,340,746 - Vanguard US Growth 1,437,319 - Loans to Participants 10,931,038 10,348,004 ------------ ------------ 797,758,347 726,557,053 Confederation Life Receivable 0 377,760 Employer Contributions Receivable 772,555 696,883 Participant Deposits Receivable 1,580,935 1,362,142 ------------ ------------ Net Assets Available for Benefits $800,111,837 $728,993,838 ============ ============
The accompanying notes to financial statements and schedules are an integral part of these statements. 3 5 EMPLOYEES' THRIFT PLAN OF COLUMBIA ENERGY GROUP STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1999 Net Assets, Beginning of Year $ 728,993,838 Net Investment Income 32,760,502 Net Realized Gain on Securities Sold or Distributed 60,262,429 Net Change in Unrealized Appreciation on Investments 12,450,322 Participants' Deposits 28,392,526 Employer Contributions 12,285,996 Distributions to Participants (75,462,611) Loan Activity 428,835 ------------- Net Assets, End of Year $ 800,111,837 =============
The accompanying notes to financial statements and schedules are an integral part of this statement. 4 6 EMPLOYEES' THRIFT PLAN OF COLUMBIA ENERGY GROUP NOTES TO FINANCIAL STATEMENTS AND SCHEDULES December 31, 1999 and December 31, 1998 1. Description of the Plan The Employees' Thrift Plan of Columbia Energy Group, formerly the Employees' Thrift Plan of Columbia Gas System, (the "Plan") was adopted by the Board of Directors of Columbia Energy Group, formerly The Columbia Gas System, Inc. ("Columbia") on May 1, 1958. Its purpose is to encourage employees to adopt a regular savings program and to provide additional security for retirement. Each employee who works for a Columbia company participating in the Plan is immediately eligible to join the plan. Participation is voluntary, and participants are fully and immediately vested in the Plan. The Plan offers a wide range of funds to Plan participants. The investment options offered include: Columbia Stock Fund: This Fund consists almost entirely of Columbia Common Stock. A small portion is invested in money market instruments for administrative purposes. Fidelity Retirement Money Market Portfolio: The Retirement Money Market Portfolio seeks to maximize current income consistent with the preservation of capital. The Portfolio invests in high quality U.S. dollar denominated money market instruments of U.S. and foreign issuers. PIMCO Low Duration Fund: The Low Duration Fund is an income mutual fund that seeks to provide current income while preserving capital. The Fund invests in all types of bonds, including U.S. government, corporate, mortgages and foreign. Most investments are in short- and intermediate-maturity bonds. The fund maintains an average portfolio duration of 1 to 3 years (approximately equal to an average maturity of 2 to 5 years). The Fund is managed by Pacific Investment Management Company. PIMCO Total Return Fund: The Total Return Fund is an income mutual fund that seeks to provide high total return that exceeds general bond market indices. The Fund invests in all types of bonds, including U.S. government, corporate, mortgages and foreign. While the Fund maintains an average portfolio duration of 3 to 6 years (approximately equal to an average maturity of 5 to 12 years), investments may also include short- and long-maturity bonds. The Fund is managed by Pacific Investment Management Company. Fidelity Intermediate Bond Fund: The Intermediate Bond Fund is an income mutual fund that seeks a high level of current income. The Fund invests primarily in investment grade corporate debt obligations, as well as obligations issued or guaranteed by the U.S. Government and its agencies or instrumentalities, U.S. banks, prime commercial paper, as well as a limited amount of high quality foreign debt instruments, while maintaining an average maturity of 3 to 10 years. PIMCO Long-Term U.S. Government Fund: The Long-Term U.S. Government Fund is an income mutual fund that seeks to provide high current income by investing in high quality longer-maturity bonds. The Fund invests primarily in high-quality, long-term U.S. government securities, while maintaining an average portfolio duration of about 10 years and a minimum average duration of 8 years (approximately equal to an average maturity of 20 years. The total rate of return is expected to be more volatile than that of short- and intermediate-term bond funds, due to the risk involved with longer duration investments. The Fund is managed by Pacific Investment Management Company. Fidelity Balanced Fund: The Balanced Fund is a growth and income mutual fund that seeks the highest amount of income possible while still preserving its capital investment. The Fund invests in a broadly diversified (domestic and foreign) portfolio of high-yielding securities, including common stocks, preferred stocks and bonds. At least 25% of the Balanced Fund's assets are always invested in fixed-income securities. Fidelity Equity Income Fund: The Equity Income Fund is a growth and income mutual fund, that seeks to provide income while considering the potential for capital appreciation while providing a yield that exceeds 5 7 the yield of the S&P 500 Index. The Fund invests at least 65% of total assets in income producing equity securities (large cap stocks). In addition the Fund may invest in other types of equity and debt securities, including lower quality debt securities. Fidelity Growth & Income Portfolio: The Growth & Income Portfolio is a growth and income mutual fund that seeks long-term capital growth, current income and growth of income with reasonable investment risk. The Portfolio is primarily invested in the securities of companies with the potential for growth of earnings while paying current dividends, as well as securities convertible into common stocks, preferred stocks and fixed income securities. Fidelity Spartan U.S. Equity Index Fund: The Spartan U.S. Equity Index Fund is a growth and income mutual fund that seeks to duplicate the composition and total return of the Standard & Poor's 500 Composite Stock Price Index (S&P). The Fund invests primarily in the common stock of the 500 companies that make up the S&P. PIMCO StocksPlus Fund: The Stocks Plus Fund is a growth and income fund that seeks a total return which exceeds that of the S&P 500. The Fund invests in S&P 500 Index securities (primarily futures contracts) backed by a portfolio of fixed income instruments. The fund also can invest in the common stocks that comprise the S&P 500. The Fund is managed by Pacific Investment Management Company. Fidelity Magellan Fund: The Magellan Fund's goal is capital appreciation. Magellan primarily invests in common stock and securities convertible into common stock of U.S., multinational, and foreign companies of all sizes and industries that offer potential for growth. Fidelity Contrafund: The Contrafund seeks capital appreciation by investing primarily in undervalued domestic and foreign stocks. These companies may have favorable long-term outlooks due to termination of unprofitable operations, changes in management, industry or products, or possible mergers and acquisitions. A substantial portion of the portfolio is invested in medium- to small-capitalization stocks. Fidelity Growth Company Fund: The Growth Company Fund focuses on capital appreciation by investing primarily in common stocks with above-average growth characteristics. Investments include both foreign and domestic securities. Growth can be measured by earnings or gross sales. Vanguard U.S. Growth Fund: The U.S. Growth Fund is a growth stock mutual fund, that invests in stocks of high quality, seasoned primarily U.S. companies with records of exceptional growth and above-average growth. The companies usually have market values well above $1 billion each and typically have strong positions in their markets, reasonable financial strength and low sensitivity to changing economic conditions. The Fund is managed by Lincoln Capital Management. Fidelity Overseas Fund: The Overseas Fund is a growth mutual fund that seeks long-term capital growth through investments in foreign securities in both developed and emerging markets. At least 65% of its total assets are invested in securities of issuers from at least three countries outside of North America. Currency hedging is permitted. Effective June 1, 2000, a 1% redemption fee will be charged on shares held less than 30 days. Fidelity Europe Fund: The Europe Fund seeks long-term capital growth by investing primarily in companies that have their principal activities in Europe. Normally, the Fund intends to maintain investments in at least three different countries, though it may at times invest all of its assets in a single country. A 1% redemption fee will be charged for shares held less than 30 days. Fidelity Pacific Basin Fund: The Pacific Basin Fund seeks long-term growth of capital by investing in companies in the Pacific Basin. The Fund will generally be invested in at least three different countries, although it may at times invest all of its assets in one country. (It normally invests a significant percentage of its assets in Japan.) A 1.5% redemption fee will be charged for shares held less than 90 days. Unless otherwise indicated, the mutual funds are managed by Fidelity Management and Research Company. Fidelity is the Trustee of the Plan assets. 6 8 Employees may deposit up to 6% of their monthly base pay, subject to IRS limitations, in the various investment funds, and Columbia will match such deposits at various levels. Columbia's contributions are invested in the Columbia Stock Fund except for employees age 50 or older who may direct monthly Columbia contributions among any of those funds available for Plan participants' deposits. Employees may also invest up to an additional 13% of their monthly base pay, subject to IRS limitations, but no additional contributions will be made by Columbia. Employee deposits may be made on an after-tax and/or before-tax basis. Before-tax deposits are not subject currently to Federal income tax but are taxable to the employee when they are withdrawn from the Plan. Prior to age 59-1/2, an active employee may withdraw before-tax deposits only under certain hardship conditions. Such withdrawals are subject to a 10% excise tax. If an employee makes a withdrawal from his account, his future deposits are subject to various suspension periods depending on the type of withdrawal. After-tax deposits are taxed before they go into the applicable Funds of the Plan; therefore, they will not be taxed again. The administrative expenses of the Plan are paid by the participating subsidiaries of Columbia. Administrative fees relating to participant loans are borne by the participants. The value of participants' deposits in the Plan is reflected in Shares/Units in each applicable Fund. Each Share/Unit has a value equal to every other Share/Unit in that Fund. The value of a Share/Unit is determined daily by dividing the value of each Fund by its total number of outstanding Shares/Units. The following is a summary of the Share/Unit Values and Shares/Units outstanding as of:
December 31, 1999 December 31, 1998 Share/Unit Shares/ Share/Unit Shares/ Value Units Value Units ----- ----- ----- ----- ($) ($) Columbia Stock Fund 36.37 9,733,767 32.77 10,652,948 Retirement Money Market Portfolio 1.00 69,587,307 1.00 58,762,865 Magellan Fund 136.63 387,188 120.82 332,454 Contrafund 60.02 552,033 56.79 448,703 Equity Income Fund 53.48 5,313 n/a n/a Growth Company Fund 84.30 372,461 51.02 265,784 Growth & Income Portfolio 47.16 1,322,106 45.84 1,375,898 Intermediate Bond Fund 9.76 3,428,723 10.27 3,449,761 Overseas Fund 48.01 239,901 35.98 244,353 Europe Fund 37.47 155,866 33.48 208,910 Pacific Basin Fund 28.74 169,935 13.22 108,625 Balanced Fund 15.36 1,295,282 16.36 1,205,645 Capital Appreciation Fund n/a n/a 22.07 225,103 Short-Term Bond Fund n/a n/a 8.71 420,908 Spartan U.S. Equity Index Fund 52.09 1,917,740 43.96 1,934,846 PIMCO Total Return Institutional 9.90 63,726 n/a n/a PIMCO Long-Term Government 9.36 22,454 n/a n/a PIMCO Low Duration Institutional 9.84 401,297 n/a n/a PIMCO StocksPlus Institutional 13.95 96,111 n/a n/a Vanguard US Growth Fund 43.53 33,019 n/a n/a
N/a - Not Applicable As of December 31, 1999 and 1998, the only individual security held by the Plan in excess of 5% of net assets was Columbia Common Stock, 5,458,447 shares valued at $345,246,773 and 5,994,278 shares valued at $346,169,555, respectively. The above is a brief description of the Plan and is provided for general information purposes only. Participants should refer to the Plan documents for more complete information. 7 9 2. Summary of Significant Accounting Policies (A) Valuation of investments. The assets of the Plan are reflected in the accompanying Statements of Net Assets Available for Benefits based on quoted market prices and per share net asset value. (B) Basis of accounting. The accompanying financial statements have been prepared on an accrual basis as of December 31, 1999 and December 31, 1998. (C) Net realized gain (loss) on securities sold or distributed. The cost of securities sold or distributed is determined on the revalued cost of assets basis, whereby the cost of assets is adjusted to reflect the market value of assets as of the prior year-end. The Plan recognized gains and losses on the sale of securities and the distribution of Columbia Common Stock to withdrawn participants in settlement of their accounts equal to the difference between the revalued cost and market value of the securities sold or distributed through December 31, 1999. (D) Unrealized appreciation (depreciation) of investments. Fidelity determines the market value of all assets and share values on a daily basis. Unrealized appreciation (depreciation) is equal to the difference between the revalued cost of assets and market value of assets at December 31, 1999. (E) Financial derivatives Plan assets are invested through seventeen mutual funds, any of which could, from time-to-time, utilize financial derivatives. Generally Accepted Accounting Principles require the investment managers of such funds to list in their financial statements the amount and purpose of any such derivatives. Participants are provided with copies of the mutual funds' financial statements directly from Fidelity on a regular basis and should refer to these for information on this issue. Generally speaking, the investment managers use derivatives to hedge against certain unwanted actions, e.g., changes in interest rates and in foreign currency. 3. Participating Companies The names of the participating companies as of December 31, 1999 with contributions for the year then ended are shown below:
Employer Contributions ------------- Columbia Gas Transmission Corp..................... $ 3,596,690 Columbia Gas of Kentucky, Inc. .................... 370,545 Columbia Gas of Maryland, Inc. .................... 118,699 Columbia Gas of Ohio, Inc. ........................ 3,310,767 Columbia Gas of Pennsylvania, Inc. ................ 1,109,131 Columbia Energy Group Service Corp. ............... 818,905 Columbia Gulf Transmission Company................. 850,867 Columbia Propane Corp. ............................ 391,987 Columbia LNG Corp. ................................ 60,569 Columbia Natural Resources, Inc. .................. 567,830 Columbia Gas of Virginia, Inc. .................... 487,904 Columbia Electric Corp. ........................... 55,332 Columbia Energy Services........................... 532,958 Columbia Network Services.......................... 13,812 ----------- Total.......................................... $12,285,996 ===========
8 10 4. Confederation Life Guaranteed Investment Contract On August 12, 1994, Canadian and Michigan regulators froze the Confederation Life Insurance Company Guaranteed Investment Contract (GIC). In order to provide liquidity to Plan participants who had invested in the Retirement Money Market/GIC Fund, on September 20, 1995 Columbia Energy Group and Columbia Gas Transmission (TCO) lent monies to the Plan. On July 29, 1998, these loans were satisfied. Under the terms of the loans, once the principal was paid in full to Columbia and TCO, the excess monies received on account of the Confederation Life GIC is to be paid to Plan participants who had investments in the Money Market/GIC Fund on August 12, 1994. An initial payment of $273,485 was received on July 29, 1998. A final payment totaling $377,760 was received by Fidelity on December 21, 1998. These monies were allocated to participants' accounts on January 5, 1999. 5. Tax Status See "Federal Tax Consequences" located elsewhere in this document for a general discussion of the impact of taxes on the participant. The Plan received a favorable determination letter, dated November 28, 1990, from the Internal Revenue Service in which it ruled that the Plan is in compliance with Sections 401(a) and 401(k) and the related Trust is exempt from taxation under Section 501(a) of the Internal Revenue Code (IRC). The Company is of the opinion that the Plan, as amended, meets the IRC requirements and, therefore, continues to be tax-qualified and tax-exempt. 6. Other The accompanying Schedules A and B reflect additional detail by Fund of the Statements of Net Assets Available for Benefits for the years ended December 31, 1999 and December 31, 1998 and Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 1999. 9 11 Schedule A (Page 1 of 2) EMPLOYEES' THRIFT PLAN OF COLUMBIA ENERGY GROUP STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1999
Assets ------------------------------------------------------------- Employer Participant 12/31/99 Contributions Deposits Total Investments Market Value Receivable Receivable Net Assets - ----------- ------------ ---------- ---------- ---------- Columbia Stock Fund $354,107,640 $726,500 $274,911 $355,109,051 Mutual Funds: Retirement Money Market Portfolio 69,587,307 8,002 161,088 69,756,397 Magellan Fund 52,901,489 6,482 203,147 53,111,118 Contrafund 33,132,991 2,956 127,053 33,263,000 Equity Income Fund 284,164 112 2,735 287,011 Growth Company Fund 31,398,501 4,327 99,616 31,502,444 Growth & Income Portfolio 62,350,522 6,375 210,542 62,567,439 Intermediate Bond Fund 33,464,339 1,717 82,979 33,549,035 Overseas Fund 11,517,661 681 37,332 11,555,674 Europe Fund 5,840,300 906 21,279 5,862,485 Pacific Basin Fund 4,883,920 909 17,297 4,902,126 Balanced Fund 19,895,539 5,403 82,659 19,983,601 Spartan U.S. Equity Index Fund 99,895,057 6,506 226,710 100,128,273 Pimco Tot Return 630,888 282 2,128 633,298 Pimco Long Term Government 210,167 22 482 210,671 Pimco Low Duration 3,948,759 454 14,031 3,963,244 Pimco StkPlus Inst 1,340,746 556 6,187 1,347,489 Vanguard US Growth 1,437,319 365 10,759 1,448,443 Loans to Participants 10,931,038 10,931,038 TOTAL $797,758,347 $772,555 $1,580,935 $800,111,837
10 12 Schedule A (Page 2 of 2) EMPLOYEES' THRIFT PLAN OF COLUMBIA ENERGY GROUP STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1998
ASSETS -------------------------------------------------------------- EMPLOYER PARTICIPANT 12/31/98 CONTRIBUTIONS DEPOSITS TOTAL INVESTMENTS MARKET VALUE RECEIVABLE RECEIVABLE NET ASSETS - ----------- ------------ ---------- ---------- ---------- COLUMBIA STOCK FUND 349,100,301 662,050 273,641 350,035,992 FIDELITY MUTUAL FUNDS: RETIREMENT MONEY MARKET PORTFOLIO 58,762,865 11,054 146,940 58,920,859 MAGELLAN FUND 40,167,065 3,112 160,007 40,330,184 CONTRAFUND 25,481,841 2,278 100,988 25,585,107 GROWTH COMPANY FUND 13,560,277 2,554 57,236 13,620,067 GROWTH & INCOME PORTFOLIO 63,071,162 5,014 199,721 63,275,897 INTERMEDIATE BOND FUND 35,429,049 887 86,845 35,516,781 OVERSEAS FUND 8,791,851 821 37,784 8,830,456 EUROPE FUND 6,994,294 764 23,328 7,018,386 PACIFIC BASIN FUND 1,436,029 232 9,225 1,445,486 BALANCED FUND 19,724,355 2,917 59,757 19,787,029 CAPITAL APPRECIATION FUND 4,968,029 1,217 23,073 4,992,319 SHORT-TERM BOND FUND 3,666,107 382 13,669 3,680,158 SPARTAN U.S. EQUITY INDEX FUND 85,055,824 3,601 169,928 85,229,353 CONFEDERATION LIFE 377,760 377,760 LOANS TO PARTICIPANTS 10,348,004 10,348,004 TOTAL 726,934,813 696,883 1,362,142 728,993,838
11 13 Schedule B (Page 1 of 3) EMPLOYEES' THRIFT PLAN OF COLUMBIA ENERGY GROUP STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1999
COLUMBIA STOCK RETIREMENT TOTAL FUND MONEY MARKET MAGELLAN CONTRAFUND Net Assets Beginning of Year 728,993,838 350,035,992 58,920,859 40,330,184 25,585,107 Net Investment Income 32,760,502 5,314,476 3,477,254 4,267,126 4,934,547 Net Realized Gain/(Loss) on 60,262,429 40,783,231 -- 2,428,891 1,346,187 Securities Sold or Distributed Net Change Unrealized 12,450,322 (6,897,563) -- 3,525,424 280,235 Appreciation/(Depreciation) of Investments Participants' Deposits 28,392,526 5,367,874 3,177,651 3,580,382 2,279,564 Columbia Contributions 12,285,996 11,735,970 91,180 71,681 40,187 Distributions to Participants (75,462,611) (24,149,293) (21,057,924) (3,319,133) (2,549,974) Interfund Exchanges -- (27,817,075) 25,477,272 2,258,219 1,317,278 Loan Activity 428,835 735,439 (329,895) (31,656) 29,869 Net Assets, End of Year 800,111,837 355,109,051 69,756,397 53,111,118 33,263,000
GROWTH GROWTH & EQUITY COMPANY INCOME Net Assets Beginning of Year -- 13,620,067 63,275,897 Net Investment Income 17,715 2,143,193 4,406,409 Net Realized Gain/(Loss) on 7,484 1,068,573 4,491,304 Securities Sold or Distributed Net Change Unrealized (13,240) 9,548,886 (2,790,753) Appreciation/(Depreciation) of Investments Participants' Deposits 7,080 1,633,821 3,794,096 Columbia Contributions 553 42,854 85,932 Distributions to Participants -- (1,393,172) (6,016,805) Interfund Exchanges 267,235 4,847,384 (4,306,444) Loan Activity 184 (9,162) (372,197) Net Assets, End of Year 287,011 31,502,444 62,567,439
12 14 Schedule B (Page 2 of 3) EMPLOYEES' THRIFT PLAN OF COLUMBIA ENERGY GROUP STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1999
INTERMEDIATE PACIFIC BOND OVERSEAS EUROPE BASIN BALANCED Net Assets, Beginning of 35,516,781 8,830,456 7,018,386 1,445,486 19,787,029 Year Net Investment Income 2,073,818 700,893 313,017 43,918 2,915,495 Net Realized Gain/(Loss) (211,666) 491,132 205,225 274,937 572,186 on Securities Sold or Distributed Net Change Unrealized (1,532,201) 2,357,651 365,518 1,861,668 (1,867,874) Appreciation/(Depreciation) of Investments Participants' Deposits 1,450,421 597,077 382,269 191,811 1,458,968 Columbia Contributions 20,685 12,798 11,082 6,731 57,273 Distributions to Participants (2,828,819) (783,918) (701,306) (285,160) (3,014,524) Interfund Exchanges (871,764) (705,277) (1,757,064) 1,358,872 146,961 Loan Activity (68,220) 54,862 25,358 3,863 (71,913) Net Assets, End of Year 33,549,035 11,555,674 5,862,485 4,902,126 19,983,601
SPARTAN PIMCO PIMCO CAPITAL SHORT-TERM U.S. EQUITY TOT L-T APPRECIATION BOND INDEX RETURN GOVT Net Assets, Beginning of 4,992,319 3,680,158 85,229,353 -0- -0- Year Net Investment Income -- 170,868 1,663,195 6,801 2,136 Net Realized Gain/(Loss) 1,236,110 (83,932) 7,645,746 (32) (631) on Securities Sold or Distributed Net Change Unrealized (598,533) 19,646 8,197,019 (6,448) (4,873) Appreciation/(Depreciation) of Investments Participants' Deposits 508,939 229,393 3,580,517 10,264 1,456 Columbia Contributions 16,848 7,747 78,483 545 482 Distributions to Participants (361,295) (250,309) (8,666,394) -- -- Interfund Exchanges (5,799,113) (3,745,200) 2,495,293 622,161 211,691 Loan Activity 4,725 (28,371) (94,939) 7 410 Net Assets, End of Year 0 0 100,128,273 633,298 210,671
13 15 Schedule B (Page 3 of 3) EMPLOYEES' THRIFT PLAN OF COLUMBIA ENERGY GROUP STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1999
PIMCO PIMCO CONFEDERATION LOW STKPLUS VANGUARD LOAN LIFE DURATION I INST US GROWTH ACTIVITY RECEIVABLE Net Assets, Beginning of -- -- -- 10,348,004 377,760 Year Net Investment Income 71,401 176,596 61,644 -- -- Net Realized Gain/(Loss) (7,266) 7,802 7,148 -- -- On Securities Sold or Distributed Net Change Unrealized (24,912) (51,206) 81,878 -- -- Appreciation/(Depreciation) of Investments Participants' Deposits 77,371 18,364 45,208 -- -- Columbia Contributions 2,781 1,364 820 -- -- Distributions to Participants (81,662) -- (2,923) -- -- Interfund Exchanges 3,924,476 1,199,273 1,253,582 -- (377,760) Loan Activity 1,055 (4,704) 1,086 583,034 -- Net Assets, End of Year 3,963,244 1,347,489 1,448,443 10,931,038 0
14 16 Employer ID#: 13-1594808 Plan #: 002 EMPLOYEES' THRIFT PLAN OF COLUMBIA ENERGY GROUP SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (SCHEDULE H, PART IV (I)) AS OF DECEMBER 31, 1999
Identity of Issuer, Borrower, Lessor, or Similar Party* Description of Investment Value ----------------- ------------------------- ----- Columbia 9,733,767 units of Columbia Stock Fund(1) (2) $354,107,640 Fidelity 69,587,307 shares of Retirement Money Market Portfolio 69,587,307 Fidelity 387,188 shares of Magellan Fund 52,901,489 Fidelity 552,033 shares of Contrafund 33,132,991 Fidelity 5,313 shares of Equity Income Fund 284,164 Fidelity 372,461 shares of Growth Company Fund 31,398,501 Fidelity 1,322,106 shares of Growth & Income Portfolio 62,350,522 Fidelity 3,428,723 shares of Intermediate Bond Fund 33,464,339 Fidelity 239,901 shares of Overseas Fund 11,517,661 Fidelity 155,866 shares of Europe Fund 5,840,300 Fidelity 169,935 shares of Pacific Basin Fund 4,883,920 Fidelity 1,295,282 shares of Balanced Fund 19,895,539 Fidelity 1,917,740 shares of Spartan U.S. Equity Index Fund 99,895,057 Fidelity 63,726 shares of PIMCO Total Return Institutional 630,888 Fidelity 22,454 shares of PIMCO Long-Term Government 210,167 Fidelity 401,297 shares of PIMCO Low Duration Institutional 3,948,759 Fidelity 96,111 shares of PIMCO StocksPlus Institutional 1,340,746 Fidelity 33,019 shares of Vanguard US Growth Fund 1,437, 319 Participants Loans to Participants 10,931,038 ------------ TOTAL THRIFT PLAN $797,758,347 ============
* All parties listed are considered parties-in-interest. (1) Actual shares of Columbia Energy Group Common Stock held equals 5,458,447, valued at $345,246,773. (2) Records are maintained by Fidelity on a fair market value basis; therefore, historical cost basis information is not available 15 17 Employer ID#: 13-1594808 Plan #: 002 EMPLOYEES' THRIFT PLAN OF COLUMBIA ENERGY GROUP Schedule of Reportable Transactions (Schedule H, Part IV, (j)) Individual Transactions By Issue For The Year Ended December 31, 1999
Current Value of Identity Description Purchase Selling Transaction Cost of Asset on Transaction Net Gain of Party of Asset Price Price Expense Asset Date (Loss) -------- --------- ------ ------ ------- ------ ---- ------
No Reportable Transactions NOTE: There were no lease rentals during the year. 16 18 Employer ID#:13-1594808 Plan #: 002 EMPLOYEES' THRIFT PLAN OF COLUMBIA ENERGY GROUP Schedule of Reportable Transactions (Schedule H, Part IV, (j)) Cumulative Transactions By Issue For the Year Ended December 31, 1999
Identity Description Total Transaction of Party* of Asset Purchases Total Sales Expenses Cost of Asset - --------- -------- --------- ----------- -------- ------------- Columbia Columbia Stock Fund $74,785,229 -- $74,785,229 Columbia Columbia Stock Fund -- 108,971,175 (1) Fidelity Magellan 22,897,993 -- 22,897,993 Fidelity Magellan -- 16,117,885 (1) Fidelity Growth & Income Fund 18,294,498 -- 18,294,498 Fidelity Growth & Income Fund -- 20,715,689 (1) Fidelity Retirement Money Market Fund 88,459,999 -- 88,459,999 Fidelity Retirement Money Market Fund -- 77,635,557 (1) Fidelity Spartan U. S. Equity Index Fund 21,204,047 -- 21,204,047 Fidelity Spartan U.S. Equity Index Fund 22,207,579 (1)
Identity Current Value of of Party* Asset on Transaction Date Net Gain or Loss - --------- ------------------------- ---------------- Columbia $ 74,785,229 -- Columbia 108,971,175 40,256,646 Fidelity 22,897,993 -- Fidelity 16,117,885 2,428,891 Fidelity 18,294,498 -- Fidelity 20,715,689 4,491,304 Fidelity 88,459,999 -- Fidelity 77,635,557 -- Fidelity 21,204,047 -- Fidelity 22,207,579 7,645,746
* All parties listed are considered parties-in-interest. (1) Records are maintained by Fidelity; historical cost information unavailable. Note: There were no lease rentals during the year. 17 19 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K, into the Company's previously filed Form S-8 Registration Statement File No. 33-42776. ARTHUR ANDERSEN LLP New York, New York, June 29, 2000 18 20 FEDERAL TAX CONSEQUENCES (Unaudited) NOTE: THE INFORMATION PROVIDED HEREIN IS INTENDED TO PROVIDE GENERAL INFORMATION REGARDING THE FEDERAL TAX TREATMENT OF AN INDIVIDUAL'S WITHDRAWALS OF FUNDS FROM THE PLAN. THE INFORMATION IS BASED ON CURRENT INTERNAL REVENUE CODE PROVISIONS AND REGULATIONS IN EFFECT AS OF 1/1/99 AND DOES NOT ADDRESS ANY STATE AND LOCAL TAX CONSEQUENCES OF PLAN WITHDRAWALS. PARTICIPANTS ARE URGED TO CONSULT WITH THEIR PERSONAL TAX ADVISOR BEFORE MAKING PLAN WITHDRAWALS. Tax Treatment of Distributions and Withdrawals If a participant withdraws money from the Plan, some or all of the participant's withdrawal may be taxed. To the extent that any taxable money is sent directly to the participant, the Trustee is required to withhold 20% of the taxable amount to meet Federal tax requirements. A participant can avoid the 20% Federal withholding requirement by requesting a direct rollover of all or part of the taxable portion of the participant's withdrawal and distribution to an Individual Retirement Account (IRA) or to another tax-qualified plan. In addition to ordinary income taxes, a 10% additional income tax may be imposed on the taxable portion of a participant's distribution unless: - the participant is age 55 or older in the year he or she terminates employment with Columbia, - the participant is age 59 or over when he or she receives the distribution, - the withdrawal is due to disability or death, - the withdrawal is used to pay unreimbursed medical expenses, - payment is made to an alternate payee under a QDRO, or - the withdrawal is rolled over directly to an Individual Retirement Account (IRA) or another qualified plan. Tax Treatment of Withdrawals The following withdrawals are 100% taxable, even for hardship: - Company contributions and their earnings, - a participant's savings in a before-tax account and their earnings, - earnings on a participant's Rollover Contributions, lump sum and after-tax deposits, and - a participant's Rollover Contribution deposits. All of a participant's after-tax deposits made to the Plan before January 1, 1987 can be withdrawn during active employment for any reason with no taxes applied to the withdrawal. 19 21 A participant's after-tax deposits made to the Plan after December 31, 1986 can also be withdrawn for any reason, but such withdrawals are not tax free. Once a participant has withdrawn all pre-1987 after-tax contributions, a portion of each subsequent withdrawal from the participant's after-tax account will be considered investment earnings, and will be taxable. The amount of your withdrawal that is considered a return of the participant's after-tax savings, and consequently non-taxable, will be determined as follows: Total remaining savings before a participant's withdrawal in his or her after-tax account contributed after December 31, 1986 divided by total remaining savings in his or her after-tax account contributed after December 31, 1986, plus his or her investment earnings multiplied by the total amount of the withdrawal equals non-taxable portion of the participant's withdrawal. For example: - If savings in a participant's after-tax account contributed after 12/31/86 equals $3,000 - And the investment earnings since 12/31/86 equals $1,000 - The total of the after-tax savings contributed after 12/31/86 plus investment earnings equals $4,000 - And the withdrawal equals $1,000 - 3/4 of the withdrawal will not be taxable ($3,000/$4,000); 1/4 of the withdrawal will be taxable - Non-taxable amount equals $ 750 - Taxable amount equals $ 250
In other words, in the above example, if a participant withdraws $1,000 from his or her after-tax account that he or she contributed to the Plan after December 31, 1986, $750 would not be taxable; $250 would be considered by the IRS to be a return of investment earnings and subject to regular income tax, the 20% withholding requirement and possibly the 10% additional tax. Tax Treatment of Withdrawals from a Participant's Before-Tax Account A participant's before-tax contributions are not taxed when they go into his or her account, rather they are fully taxed when withdrawn. If a participant withdraws money from his or her account during active employment, the money will be added to his or her other income for that year and taxed at the participant's applicable income tax rate. Withdrawals during active employment may also be subject to a 10% additional tax over and above any regular income taxes due, unless a participant meets any of the conditions previously listed under Tax Treatment of Distributions and Withdrawals. Loans from a participant's before-tax account are not taxable. If the withdrawal is payable to a participant, the withholding requirements discussed previously apply. A participant can avoid the Federal withholding requirement by requesting a direct transfer rollover to an IRA or another tax-qualified plan. Possible Tax Advantages When Receiving a Lump Sum Distribution If a participant receives a lump sum distribution of his or her account, he or she may be able to defer or reduce their tax liability. 20 22 In general, a participant can use only one of the following tax advantages: 1. Deferral of tax liability If a participant leaves the Company and receives a withdrawal from his or her account, he or she may want to consider rolling all or part of the taxable amount into an IRA or into another employer's tax qualified plan. By doing so, the participant can continue to defer paying taxes on the money. If the distribution of the account would otherwise be subject to the 10% additional tax, this approach would also let the participant avoid paying this additional tax if he or she leaves their money in the IRA or other plan until they are age 59. 2. Reduction of tax liability If a participant takes a lump sum distribution of his or her account, he or she may be entitled to special tax treatment such as five-year or ten-year averaging or long-term capital gains treatment. If the participant was younger than 50 years old on January 1, 1986, five-year averaging tax treatment is currently available only once, and only if: - - the entire account balance is paid to the participant in one tax year after age 59 and - - the individual was a Plan participant for five or more years. Under five-year averaging, the lump sum distribution is taxed in one year as if the participant had received it over five years and as if he or she had no other income during that time. The tax rate used is the one effective during the year the participant receives the distribution. If a participant was age 50 or over as of January 1, 1986, he or she is grandfathered under pre-1987 tax laws. This means that if the participant receives the entire balance of his or her account in one tax year, he or she will have a choice of: - - ten-year averaging under 1986 tax rates, or - - five-year averaging under the rates prevailing in the year he or she receives the money. If a participant is grandfathered, he or she can use five-year or ten-year averaging at any time, but whichever method he or she chooses can only be used once. The participant can choose whichever method is best for him or her. However, to use either averaging method, he or she must have been a Plan participant for five or more years. 21 23 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Thrift Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. EMPLOYEES' THRIFT PLAN OF COLUMBIA ENERGY GROUP By /s/ M.W. O'Donnell --------------------- M.W. O'Donnell Member, Thrift Plan Committee June 29, 2000 22 -----END PRIVACY-ENHANCED MESSAGE-----