CPG OpCo GP LLC - FORM 10-K - February 17, 2017

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EX-99.1 - EXHIBIT 99.1 - CPG OpCo GP LLCopcogp-20161231xex991.htm
EX-32.2 - EXHIBIT 32.2 - CPG OpCo GP LLCopcogp-20161231xex322.htm
EX-32.1 - EXHIBIT 32.1 - CPG OpCo GP LLCopcogp-20161231xex321.htm
EX-31.2 - EXHIBIT 31.2 - CPG OpCo GP LLCopcogp-20161231xex312.htm
EX-31.1 - EXHIBIT 31.1 - CPG OpCo GP LLCopcogp-20161231xex311.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
 
þ
          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
 
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
OR
 
¨
          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
 
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number 333-209653-1
CPG OpCo GP LLC
(Exact name of registrant as specified in its charter)
Delaware                 
    
51-0658513     
(State or other jurisdiction of
incorporation or organization)
    
(I.R.S. Employer
Identification No.)
 
 
5151 San Felipe St., Suite 2500
Houston, Texas
    
77056
(Address of principal executive offices)
    
(Zip Code)
(713) 386-3701
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:     None
Securities registered pursuant to Section 12(g) of the Act:     None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes ¨   No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.   Yes þ   No ¨
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 þ   No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes þ   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 of this Form 10-K or any amendment to this Form 10-K.   þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12-b-2 of the Exchange Act.
Large accelerated filer ¨
  
Accelerated filer ¨
 
 
Non-accelerated filer þ
  
Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes þ   No ¨
At February 15, 2017, Columbia Pipeline Partners LP owns 100% of the ownership interest in CPG OpCo GP LLC. There is no market for CPG OpCo GP LLC units.
This Annual Report on Form 10-K filed by CPG OpCo GP LLC meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore being filed with the reduced disclosure format allowed under that General Instruction.


CONTENTS
 
 
 
Page
No.
 
 
Item 1 and 2.
Item 1A.    
Item 1B.
Item 3.
Item 4.
 
 
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9A.
 
 
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
 
 
Item 15.

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CPG OpCo GP LLC


DEFINED TERMS

The following is a list of frequently used abbreviations or acronyms that are found in this report:

Affiliates and Subsidiaries of CPG OpCo GP LLC
CEG
Columbia Energy Group
Columbia OpCo
CPG OpCo LP
CPG
Columbia Pipeline Group, Inc.
CPPL
Columbia Pipeline Partners LP
MLP GP
CPP GP LLC
 
 
Abbreviations and Definitions
 
ASC
Accounting Standards Codification
Merger
Effective July 1, 2016, Taurus Merger Sub Inc. was merged with and into Columbia Pipeline Group, Inc. with Columbia Pipeline Group, Inc. surviving the merger as an indirect, wholly owned subsidiary of TransCanada Corporation.
VIE
Variable Interest Entity

 

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CPG OpCo GP LLC


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Some of the information in this report may contain forward-looking statements. Forward-looking statements give our current expectations, contain projections of results of operations or of financial condition, or forecasts of future events. Words such as “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements. They can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this report. Actual results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:
•
changes in general economic conditions;
•
competitive conditions in our industry;
•
actions taken by third-party operators, processors and transporters;
•
the demand for natural gas storage and transportation services;
•
our ability to successfully implement our business plan;
•
our ability to complete internal growth projects on time and on budget;
•
the price and availability of debt and equity financing;
•
restrictions in our existing and any future credit facilities;
•
the availability and price of natural gas to the consumer compared to the price of alternative and competing fuels;
•
competition from the same and alternative energy sources;
•
energy efficiency and technology trends;
•
operating hazards and other risks incidental to transporting, storing and gathering natural gas;
•
natural disasters, weather-related delays, casualty losses and other matters beyond our control;
•
interest rates;
•
labor relations;
•
large customer defaults;
•
changes in the availability and cost of capital;
•
changes in tax status;
•
the effects of existing and future laws and governmental regulations;
•
the effects of future litigation;
•
including litigation relating to the Merger;
•
the occurrence of any event, change or other circumstance in connection with the recent Merger;
•
risks related to disruption of management’s attention from our ongoing business operations due to the Merger;
•
risks associated with the loss and ongoing replacement of key personnel due to the recent Merger;
•
risks relating to unanticipated costs of integration in connection with the Merger, including operating costs, customer loss or business disruption being greater than expected;

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CPG OpCo GP LLC


•
risks relating to the difficulties in integrating the businesses and management of CPG, including the business and management of CPPL, and TransCanada; and
•
certain factors discussed elsewhere in this report.

Other factors described herein, as well as factors that are unknown or unpredictable, could also have a material adverse effect on future results. Please see Item 1A “Risk Factors.” Except as required by applicable securities laws, we do not intend to update these forward-looking statements and information.


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CPG OpCo GP LLC


PART I
ITEMS 1 AND 2. BUSINESS AND PROPERTIES
OpCo GP is a subsidiary of CPG formed in Delaware on December 5, 2007. Through the registration of CPG's senior notes, OpCo GP, as a guarantor of the notes, must comply with the reporting requirements of Rule 3-10 of Regulation S-X. OpCo GP has not had any assets, liabilities, operations or cash flows since its formation date.
The formation transactions that occurred as part of the initial public offering of CPPL resulted in OpCo GP becoming the general partner of Columbia OpCo. Columbia OpCo owns substantially all of CPG's natural gas transmission and storage assets. CPPL owns a 15.7% limited partner interest in Columbia OpCo. The remaining 84.3% limited partner interest in Columbia OpCo is owned by CEG, a 100% owned subsidiary of CPG.
On March 17, 2016, CPG entered into an Agreement and Plan of Merger (the “Merger Agreement”), among CPG, TransCanada PipeLines Limited, a Canadian corporation (“Parent”), TransCanada PipeLine USA Ltd., a Nevada corporation and a wholly owned subsidiary of Parent (“US Parent”), Taurus Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of US Parent (“Merger Sub”), and, solely for purposes of Section 3.02, Section 5.02, Section 5.09 and Article VIII of the Merger Agreement, TransCanada Corporation, a Canadian corporation and the direct parent company of Parent (“TransCanada”). Upon the terms and subject to the conditions set forth in the Merger Agreement, effective July 1, 2016, Merger Sub was merged with and into CPG (the “Merger”) with CPG surviving the Merger as an indirect, wholly owned subsidiary of TransCanada. The Merger did not affect the ownership of OpCo GP, but OpCo GP is indirectly managed by TransCanada after the Merger.
CPPL Merger. On November 1, 2016, CPPL announced that it had entered into an agreement and plan of merger with CPG, Pony Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of CPG (“Pony Merger Sub”) and MLP GP.
The conflicts committee of the board of directors of MLP GP (the “GP Conflicts Committee”) and the board of directors of the MLP GP (the "GP Board") approved the merger agreement and transactions contemplated by the merger agreement and determined that the merger agreement and the merger transactions are fair and reasonable to and in the best interests of CPPL and to the holders of CPPL common units unaffiliated with CPG, CEG and MLP GP (collectively, the “CPPL unaffiliated unitholders”). The GP Conflicts Committee recommended the GP Board approve the merger agreement and the merger transactions. The GP Board resolved that the merger agreement and the merger transactions be submitted to the unitholders of CPPL at a special meeting of the unitholders for approval. The GP Board recommended that the unitholders of CPPL vote in favor of the proposal to approve the merger agreement and the merger transactions at the special meeting of the unitholders.
On February 16, 2017, the CPPL common unitholders voted to approve the CPPL Merger. The transaction closed on February 17, 2017 and as of that date CPPL became a wholly owned subsidiary of CPG. The CPPL Merger did not affect the ownership of OpCo GP.
Consolidation of Columbia OpCo
Under ASC 810, Columbia OpCo is determined to be a VIE. Additionally, it is determined that OpCo GP is not the primary beneficiary of Columbia OpCo because OpCo GP lacks a direct economic interest in Columbia OpCo and the various related party LP interest holders were determined not to be so closely associated that they should be aggregated. As CPPL has a significant economic interest in Columbia OpCo and has the power to direct the activities of Columbia OpCo through that interest and its 100% ownership interest in OpCo GP, CPPL is determined to be the primary beneficiary of Columbia OpCo and consolidates Columbia OpCo in its financial statements.
ITEM 1A. RISK FACTORS
Our business has many risks. Factors that could materially adversely affect our business, financial condition, operating results or liquidity are described in Item 1A. “Risk Factors” in Columbia Pipeline Group Inc.’s Annual Reports on Form 10-K for the year ended December 31, 2016 filed with the United States Securities and Exchange Commission (the “SEC”) on February 17, 2017, which material has been incorporated by reference and is being filed as Exhibit 99.1 to this Form 10-K for OpCo GP pursuant to Rule 12b-23(a) of the Exchange Act of 1934, as amended. This information should be considered carefully, together with other information in this report and other reports and materials we file with the SEC.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.

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CPG OpCo GP LLC
ITEM 3. LEGAL PROCEEDINGS

From time to time, we are subject to legal proceedings and claims that arise in the ordinary course of business. Like other companies, our operations are subject to extensive and rapidly changing federal and state environmental, occupational health and safety and other laws and regulations governing air emissions, wastewater discharges, and nonhazardous waste and hazardous waste management activities.
We are not a party to any material pending or overtly threatened legal or governmental proceedings, other than proceedings and claims that arise in the ordinary course and are incidental to our business.
ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.


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CPG OpCo GP LLC


PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
CPPL owns 100% of the ownership interest in CPG OpCo GP LLC. There is no market for CPG OpCo GP LLC units.
ITEM 6. SELECTED FINANCIAL DATA
The Registrant meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and has omitted the information called for by this Item pursuant to General Instruction (I)(2)(a) of Form 10-K.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We meet the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and have omitted specific information called for by this Item pursuant to General Instruction (I)(2)(a) of Form 10-K.
OpCo GP is a subsidiary of CPG formed in Delaware on December 5, 2007. Through the registration of CPG's senior notes, OpCo GP, as a guarantor of the notes, must comply with the reporting requirements of Rule 3-10 of Regulation S-X. OpCo GP has not had any assets, liabilities, operations or cash flows since its formation date.
The formation transactions that occurred as part of the initial public offering of CPPL resulted in OpCo GP becoming the general partner of Columbia OpCo. Columbia OpCo owns substantially all of CPG's natural gas transmission and storage assets. CPPL owns a 15.7% limited partner interest in Columbia OpCo. The remaining 84.3% limited partner interest in Columbia OpCo is owned by CEG, a 100% owned subsidiary of CPG.
On March 17, 2016, CPG entered into an Agreement and Plan of Merger (the “Merger Agreement”), among CPG, TransCanada PipeLines Limited, a Canadian corporation (“Parent”), TransCanada PipeLine USA Ltd., a Nevada corporation and a wholly owned subsidiary of Parent (“US Parent”), Taurus Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of US Parent (“Merger Sub”), and, solely for purposes of Section 3.02, Section 5.02, Section 5.09 and Article VIII of the Merger Agreement, TransCanada Corporation, a Canadian corporation and the direct parent company of Parent (“TransCanada”). Upon the terms and subject to the conditions set forth in the Merger Agreement, effective July 1, 2016, Merger Sub was merged with and into CPG (the “Merger”) with CPG surviving the Merger as an indirect, wholly owned subsidiary of TransCanada. The Merger did not affect the ownership of OpCo GP, but OpCo GP is indirectly managed by TransCanada after the Merger.
CPPL Merger: On November 1, 2016, CPPL announced that it had entered into an agreement and plan of merger with CPG, Pony Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of CPG (“Pony Merger Sub”) and MLP GP.
The conflicts committee of the board of directors of MLP GP (the “GP Conflicts Committee”) and the board of directors of the MLP GP (the "GP Board") approved the merger agreement and transactions contemplated by the merger agreement and determined that the merger agreement and the merger transactions are fair and reasonable to and in the best interests of CPPL and to the holders of CPPL common units unaffiliated with CPG, CEG and MLP GP (collectively, the “CPPL unaffiliated unitholders”). The GP Conflicts Committee recommended the GP Board approve the merger agreement and the merger transactions. The GP Board resolved that the merger agreement and the merger transactions be submitted to the unitholders of CPPL at a special meeting of the unitholders for approval. The GP Board recommended that the unitholders of CPPL vote in favor of the proposal to approve the merger agreement and the merger transactions at the special meeting of the unitholders.
On February 16, 2017, the CPPL common unitholders voted to approve the CPPL Merger. The transaction closed on February 17, 2017 and as of that date CPPL became a wholly owned subsidiary of CPG. The CPPL Merger did not affect the ownership of OpCo GP.
Consolidation of Columbia OpCo
Under ASC 810, Columbia OpCo is determined to be a VIE. Additionally, it is determined that OpCo GP is not the primary beneficiary of Columbia OpCo because OpCo GP lacks a direct economic interest in Columbia OpCo and the various related party LP interest holders were determined not to be so closely associated that they should be aggregated. As CPPL has a significant economic interest in Columbia OpCo and has the power to direct the activities of Columbia OpCo through that interest and its

8
CPG OpCo GP LLC
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

100% ownership interest in OpCo GP, CPPL is determined to be the primary beneficiary of Columbia OpCo and consolidates Columbia OpCo in its financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Risk is an inherent part of our business. The extent to which we properly and effectively identify, assess, monitor and manage each of the various types of risk involved in our businesses is critical to its profitability. We seek to identify, assess, monitor and manage, in accordance with defined policies and procedures. Our senior management takes an active role in the risk management process and has developed policies and procedures that require specific administrative and business functions to assist in the identification, assessment and control of various risks. These include but are not limited to market, operational, financial, compliance and strategic risk types. In recognition of the increasingly varied and complex nature of our business, our risk management processes, policies and procedures continue to evolve and are subject to ongoing review and modification.

9
CPG OpCo GP LLC
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

10
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
CPG OpCo GP LLC
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of CPP GP LLC, and Sole Member of CPG OpCo GP LLC
Houston, Texas

We have audited the accompanying balance sheets of CPG OpCo GP LLC (the "Company") as of December 31, 2016 and 2015. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheets are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheet, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall balance sheet presentation. We believe that our audit of the balance sheets provide a reasonable basis for our opinion.
In our opinion, the balance sheets present fairly, in all material respects, the financial position of CPG OpCo GP LLC at December 31, 2016 and 2015, in conformity with accounting principles generally accepted in the United States of America.

Columbus, Ohio
February 17, 2017



11
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
CPG OpCo GP LLC
BALANCE SHEETS

(in millions)
December 31, 2016
 
December 31, 2015
ASSETS
 
 
 
Total Assets
$
—

 
$
—

LIABILITIES AND EQUITY
 
 
 
Total Liabilities
$
—

 
$
—

Commitments and Contingencies (Refer to Note 2)
 
 
 
Total Equity
—

 
—

Total Liabilities and Equity and Partners' Capital
$
—

 
$
—

The accompanying Notes to Financial Statements are an integral part of this statement.

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CPG OpCo GP LLC
Notes to Financial Statements
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)


1.    Basis of Presentation
CPG OpCo GP LLC ("OpCo GP") is a subsidiary of CPG formed in Delaware on December 5, 2007. Through the registration of CPG's senior notes, OpCo GP, as a guarantor of the notes, must comply with the reporting requirements of Rule 3-10 of Regulation S-X. OpCo GP has suspended its obligations to file periodic reports with the SEC based on CPG’s senior notes and once it has filed its Form 10-K for the year ended December 31, 2016, it will no longer have reporting obligations with respect to CPG’s senior notes. OpCo GP has not had any assets, liabilities, operations or cash flows since its formation date.
The formation transactions that occurred as part of the initial public offering of CPPL resulted in OpCo GP becoming the general partner of Columbia OpCo. Columbia OpCo owns substantially all of CPG's natural gas transmission and storage assets. CPPL owns a 15.7% limited partner interest in Columbia OpCo. The remaining 84.3% limited partner interest in Columbia OpCo is owned by CEG, a 100.0% owned subsidiary of CPG.
Consolidation of Columbia OpCo
Under ASC 810, Columbia OpCo is determined to be a VIE. Additionally, it is determined that OpCo GP is not the primary beneficiary of Columbia OpCo because OpCo GP lacks a direct economic interest in Columbia OpCo and the various related party limited partner interest holders were determined not to be so closely associated that they should be aggregated. As CPPL has a significant economic interest in Columbia OpCo and has the power to direct the activities of Columbia OpCo through that interest and its 100.0% ownership interest in OpCo GP, CPPL is determined to be the primary beneficiary of Columbia OpCo and consolidates Columbia OpCo in its financial statements.
Merger. On March 17, 2016, CPG entered into an Agreement and Plan of Merger (the “Merger Agreement”), among CPG, TransCanada PipeLines Limited, a Canadian corporation (“Parent”), TransCanada PipeLine USA Ltd., a Nevada corporation and a wholly owned subsidiary of Parent (“US Parent”), Taurus Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of US Parent (“Merger Sub”), and, solely for purposes of Section 3.02, Section 5.02, Section 5.09 and Article VIII of the Merger Agreement, TransCanada Corporation, a Canadian corporation and the direct parent company of Parent (“TransCanada”). Upon the terms and subject to the conditions set forth in the Merger Agreement, effective July 1, 2016, Merger Sub was merged with and into CPG (the “Merger”) with CPG surviving the Merger as an indirect, wholly owned subsidiary of TransCanada. The Merger did not affect the ownership of OpCo GP, but OpCo GP is indirectly managed by TransCanada after the Merger.
2.Other Commitments and Contingencies
Guarantees and Indemnities. OpCo GP entered into various agreements providing financial or performance assurance to third parties on behalf of CPG. Such agreements include guarantees and stand-by letters of credit. These agreements are entered into primarily to support or enhance the creditworthiness otherwise attributed to the parent on a stand-alone basis, thereby facilitating the extension of sufficient credit to accomplish the parent's intended commercial purposes. The total guarantees and indemnities in existence at December 31, 2016 and the years in which they expire were:
(in millions)
Total
2017
2018
2019
2020
2021
After
Guarantees of debt
$
2,750.0

$
—

$
500.0

$
—

$
750.0

$
—

$
1,500.0


Guarantees of Debt. OpCo GP and Columbia OpCo (together with CEG, the "Guarantors") have guaranteed payment of $2,750.0 million in aggregated principal amount of CPG's senior notes. Each Guarantor is required to comply with covenants under the debt indenture and in the event of default the Guarantors would be obligated to pay the debt's principal and related interest. OpCo GP does not anticipate that any of the Guarantors will have any difficulty maintaining compliance. The guarantees of any Guarantor may be released under certain circumstances.
Lines and Letters of Credit. CPPL maintained a $500.0 million senior revolving credit facility, of which $50.0 million was available for issuance of letters of credit. OpCo GP, together with CPG, CEG and Columbia OpCo, each fully guaranteed the CPPL credit facility. On June 29, 2016, in anticipation of the Merger, all outstanding borrowings, facility fees and interest were paid in full and the revolving credit facility was terminated. CPG maintained a $1,500.0 million senior revolving credit facility, of which $250.0 million in letters of credit was available. OpCo GP, together with CEG and Columbia OpCo, each fully guaranteed the CPG credit facility. On July 1, 2016, in connection with the Merger, all existing letters of credit were migrated to a TransCanada credit facility and the CPG revolving credit facility was terminated.

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CPG OpCo GP LLC
Notes to Financial Statements
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)

CPG's commercial paper program (the “Program”) had a Program limit of up to $1,000.0 million. OpCo GP, together with CEG and Columbia OpCo, each agreed, jointly and severally, unconditionally and irrevocably to guarantee payment in full of the principal of and interest (if any) on the promissory notes. On June 30, 2016, in anticipation of the Merger, the Program was terminated. CPG had no promissory notes outstanding under the Program at the time of termination.

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CPG OpCo GP LLC
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



None.

ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The principal executive officer and its principal financial officer of the general partner of CPPL, our sole member, are responsible for evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). The Company's disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including the principal executive officer and its principal financial officer of the general partner of CPPL, our sole member, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, the principal executive officer and its principal financial officer of the general partner of CPPL, our sole member, concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Report on Internal Control over Financial Reporting
The Company's management, including the principal executive officer and its principal financial officer of the general partner of CPPL, our sole member, are responsible for establishing and maintaining the Company’s internal control over financial reporting, as such term is defined under Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934, as amended. However, management would note that a control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The Company’s management has adopted the 2013 framework set forth in the Committee of Sponsoring Organizations of the Treadway Commission report, Internal Control - Integrated Framework, the most commonly used and understood framework for evaluating internal control over financial reporting, as its framework for evaluating the reliability and effectiveness of internal control over financial reporting. During 2016, the Company conducted an evaluation of its internal control over financial reporting. Based on this evaluation, the Company's management concluded that the Company’s internal control over financial reporting was effective as of the end of the period covered by this annual report.
Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the principal executive officer and its principal financial officer of the general partner of CPPL, our sole member, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Controls
There have been no changes in the Company’s internal control over financial reporting during the most recently completed quarter covered by this report that has materially affected, or is reasonably likely to affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None

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CPG OpCo GP LLC
PART III


ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The Registrant meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and has omitted the information called for by this Item pursuant to General Instruction (I)(2)(c) of Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The Registrant meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and has omitted the information called for by this Item pursuant to General Instruction (I)(2)(c) of Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The Registrant meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and has omitted the information called for by this Item pursuant to General Instruction (I)(2)(c) of Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The Registrant meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and has omitted the information called for by this Item pursuant to General Instruction (I)(2)(c) of Form 10-K.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
We have engaged Deloitte & Touche LLP as our independent registered public accounting firm. The following table sets forth fees we have paid to Deloitte & Touche LLP for the year ended December 31, 2016.
(in millions)
 
2016
 
 
 
Audit Fees(1)
 
$
—

Audit-Related Fees(3)
 
—

Tax Fees(4)
 
—

All Other Fees(5)
 
—

Total
 
$
—

(1) Audit fees for the year ended December 31, 2016 relate to professional services rendered in connection with the audit of our annual financial statements on our Form 10-K and review of financial statements included in our Form 10-Q.
(2) Audit-related fees relate to assurance and related services that are reasonably related to the performance of the audit or review of our financial statements or that are traditionally performed by the independent auditor, such as employee benefit plan audits, agreed upon procedures required to comply with financial, accounting or regulatory reporting and assistance with internal control documentation requirements.
(3) Tax fees relate to professional services rendered in connection with tax audits and tax consulting and planning services.
(4) All other fees represent fees for services not classifiable under the other categories listed in the table above.
Audit Committee Pre-Approval Policies and Procedures
During fiscal year, the Audit Committee of the MLP GP pre-approved all audit services and permitted non-audit services (other than de minimis non-audit services as defined by the Sarbanes-Oxley Act of 2002) to be provided by our independent registered public accounting firm, as required by the audit committee charter which is available at CPPL’s website at http://www.columbiapipelinepartners.com. The Audit Committee’s practice was to consider for pre-approval annually all audit, audit related and non-audit services proposed to be provided by our independent auditors for the fiscal year.

16
CPG OpCo GP LLC
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES



Financial Statements and Financial Statement Schedules
The following financial statements and financial statement schedules filed as a part of the Annual Report on Form 10-K are included in Item 8, "Financial Statements and Supplementary Data."
Exhibits
The exhibits filed herewith as a part of this report on Form 10-K are listed on the Exhibit Index immediately following the signature page.

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CPG OpCo GP LLC


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
 
 
CPG OpCo GP LLC
 
 
(Registrant)
 
 
 
 
By:
Columbia Pipeline Partners LP, its sole member
 
By:
CPP GP LLC, its general partner
 
 
 
Date:                 February 17, 2017                
By:
/s/ STANLEY G. CHAPMAN, III
 
 
Stanley G. Chapman, III
 
 
President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
 
/s/
STANLEY G. CHAPMAN, III
 
Director and President
Date: February 17, 2017
 
 
 
Stanley G. Chapman, III
 
(Principal Executive Officer)
 
 
 
 
 
 
 
 
 
 
/s/
NATHANIEL A. BROWN
 
Controller and Principal Financial Officer
Date: February 17, 2017
 
 
 
Nathaniel A. Brown
 
(Principal Financial Officer and
Principal Accounting Officer)
 
 
 
 
 
 
 
 
 
 
/s/
KRISTINE L. DELKUS
 
Director
Date: February 17, 2017
 
 
 
Kristine L. Delkus
 
 
 
 
 
 
 
 
 
 
 
 
/s/
KARL JOHANNSON
 
Director
Date: February 17, 2017
 
 
 
Karl Johannson
 
 
 
 
 
 
 
 
 
 
 
 
/s/
ALEXANDER J. POURBAIX
 
Director
Date: February 17, 2017
 
 
 
Alexander J. Pourbaix
 
 
 
 
 
 
 
 
 
 

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CPG OpCo GP LLC


EXHIBIT INDEX
Exhibits designated by an asterisk (*) are filed herewith and those designated with asterisks (**) are furnished herewith; all exhibits not so designated are incorporated herein by reference to a prior filing as indicated. Exhibits designated with (†) are management contracts or compensatory plan or agreement of CPG OpCo GP LLC.
 
 
(3.1)
Certificate of Formation of CPG OpCo GP LLC (Incorporated by reference to Exhibit 3.1 of the OpCo GP’s Quarterly Report on Form 10-Q (File No. 333-209653-01) filed on May 3, 2016).
 
 
(3.2)
Certificate of Amendment to Certificate of Formation of CPG OpCo GP LLC (Incorporated by reference to Exhibit 3.2 of the OpCo GP’s Quarterly Report on Form 10-Q (File No. 333-209653-01) filed on May 3, 2016).
 
 
(3.3)
Limited Liability Company Agreement of CPG OpCo GP LLC (Incorporated by reference to Exhibit 3.3 of the OpCo GP’s Quarterly Report on Form 10-Q (File No. 333-209653-01) filed on May 3, 2016).
 
 
(3.4)
Amendment No. 1 to the Limited Liability Company Agreement of CPG OpCo GP LLC (Incorporated by reference to Exhibit 3.4 of the OpCo GP’s Quarterly Report on Form 10-Q (File No. 333-209653-01) filed on May 3, 2016).
 
 
(31.1)*
Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
(31.2)*
Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
(32.1)**
Certification of Chief Executive Officer, pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
(32.2)**
Certification of Chief Financial Officer, pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
(99.1)*
“Risk Factors” section excerpted and incorporated by reference from Columbia Pipeline Group, Inc.’s Annual Report on Form 10-K filed with the SEC on February 17, 2017 for the fiscal year ended December 31, 2016 filed herewith pursuant to Rule 12b-23(a)(3).
 
 
(101.INS)*
XBRL Instance Document
 
 
(101.SCH)*
XBRL Schema Document
 
 
(101.CAL)*
XBRL Calculation Linkbase Document
 
 
(101.LAB)*
XBRL Labels Linkbase Document
 
 
(101.PRE)*
XBRL Presentation Linkbase Document
 
 
(101.DEF)*
XBRL Definition Linkbase Document
 
 


19

CPG OpCo GP LLC Reports