Columbia Pipeline Partners LP - 10-K filing on 2016-02-18

Nature of Operations And Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2015

Nature of Operations And Summary of Significant Accounting Policies [Abstract]

Nature of Operations and Summary of Significant Accounting Policies

A. Company Structure and Basis of Presentation. Columbia Pipeline Partners LP (the "Partnership") was formed in Delaware on December 5, 2007, as a subsidiary of NiSource Inc. ("NiSource"). CEG owns the general partner of the Partnership and all of the Partnership’s subordinated units and incentive distribution rights. On February 11, 2015, NiSource contributed its subsidiary CEG to CPG. Following this contribution, CPG owns and operates, through its subsidiaries, approximately 15,000 miles of strategically located interstate gas pipelines extending from New York to the Gulf of Mexico and one of the nation’s largest underground natural gas storage systems, with approximately 300 MMDth of working gas capacity, as well as related gathering and processing assets. CEG owns and operates, through its subsidiaries, substantially all of the natural gas transmission and storage assets of CPG. Prior to July 1, 2015, CPG was a wholly owned subsidiary of NiSource. On July 1, 2015, all the shares of CPG were distributed by NiSource to holders of NiSource common stock completing CPG's separation from NiSource ("the Separation"). As a result of the Separation, CPG became an independent publicly traded company. Columbia Pipeline Partners LP Predecessor (the “Predecessor”) is comprised of NiSource’s Columbia Pipeline Group Operations reportable segment.

The Partnership is engaged in regulated interstate gas transportation and storage services for LDCs, marketers, producers and industrial and commercial customers located in northeastern, mid-Atlantic, midwestern and southern states and the District of Columbia along with unregulated businesses that include midstream services, including gathering, treating, conditioning, processing, compression and liquids handling, and development of mineral rights positions. The regulated services are performed under tariffs at rates subject to FERC approval.

Concurrent with the completed IPO, refer to Note 2 for a discussion of IPO results, NiSource contributed substantially all of the assets and operations of the Predecessor to Columbia OpCo, a Delaware limited partnership formed by CEG, which, prior to the Separation, was a wholly owned subsidiary of NiSource, and OpCo GP, a wholly owned subsidiary of the Partnership. The contribution is considered to be a reorganization of entities under common control. Subsequent to the IPO, the Partnership owns a 15.7% limited partner interest in Columbia OpCo and CEG owns the remaining 84.3% limited partner interest. MLP GP, a wholly owned subsidiary of CEG, serves as the general partner of the Partnership. OpCo GP serves as the general partner of Columbia OpCo. CPGSC provides services to the Partnership pursuant to an omnibus agreement. MLP GP, the Partnership, Columbia OpCo and OpCo GP have all adopted a fiscal year end of December 31. Through ownership of Columbia OpCo’s general partner, the Partnership controls all of Columbia OpCo’s assets and operations. As a result of this control and the 15.7% limited partner interest, the Partnership consolidates Columbia OpCo and CEG's retained interest of 84.3% is recorded as noncontrolling interest in the Partnership's consolidated financial statements.

For periods subsequent to the closing of the IPO, the financial statements included in this annual report are the financial statements and accounting records of the Partnership. For periods prior to the closing of the IPO, the financial statements included in this annual report are the financial statements and accounting records of the Predecessor. The consolidated and combined financial statements were prepared as follows:


•	The Consolidated and Combined Balance Sheets consist of the consolidated balance sheet of the Partnership as of December 31, 2015 and the combined balance sheet of the Predecessor as of December 31, 2014.


•	The Statements of Consolidated and Combined Operations consist of the consolidated results of the Partnership for the period from February 11, 2015 through December 31, 2015 and the combined results of the Predecessor for the period from January 1, 2015 through February 10, 2015 and for the years ended December 31, 2014 and 2013.


•	The Statements of Consolidated and Combined Comprehensive Income consist of the consolidated results of the Partnership for the period from February 11, 2015 through December 31, 2015 and the combined results of the Predecessor for the period from January 1, 2015 through February 10, 2015 and for the years ended December 31, 2014 and 2013.


•	The Statements of Consolidated and Combined Cash Flows consist of the consolidated cash flows of the Partnership for the period from February 11, 2015 through December 31, 2015 and the combined cash flows of the Predecessor for the period from January 1, 2015 through February 10, 2015 and for the years ended December 31, 2014 and 2013.


•	The Statements of Consolidated and Combined Equity and Partners' Capital consist of the consolidated activity of the Partnership for the period from February 11, 2015 through December 31, 2015 and the combined activity of the Predecessor for the period from January 1, 2015 through February 10, 2015 and for the years ended December 31, 2014 and 2013.

The Partnership’s accompanying Consolidated and Combined Financial Statements have been prepared in accordance with GAAP. These financial statements include the accounts of the following subsidiaries: Columbia Gas Transmission, Columbia Gulf, Columbia Midstream, CEVCO, CNS Microwave, OpCo GP, Columbia OpCo and the Partnership. Also included in the Consolidated and Combined Financial Statements are equity method investments Hardy Storage, Millennium Pipeline, and Pennant. All intercompany transactions and balances have been eliminated.

B. Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

C. Cash and Cash Equivalents. Cash and cash equivalents are liquid marketable securities with an original maturity date of less than three months.

D. Allowance for Uncollectible Accounts. The reserve for uncollectible receivables is the Partnership's best estimate of the amount of probable credit losses in the existing accounts receivable. Collectability of accounts receivable is reviewed regularly and an allowance is established or adjusted, as necessary, using the specific identification method. Account balances are charged against the allowance when it is anticipated the receivable will not be recovered.

E. Basis of Accounting for Rate-Regulated Subsidiaries. Rate-regulated subsidiaries account for and report assets and liabilities consistent with the economic effect of the way in which regulators establish rates, if the rates established are designed to recover the costs of providing the regulated service and it is probable that such rates can be charged and collected. Certain expenses and credits subject to utility regulation or rate determination normally reflected in income are deferred on the Consolidated and Combined Balance Sheets and are recognized in income as the related amounts are included in service rates and recovered from or refunded to customers.

In the event that regulation significantly changes the opportunity for the Partnership to recover its costs in the future, all or a portion of the Partnership’s regulated operations may no longer meet the criteria for regulatory accounting. In such an event, a write-down of all or a portion of the Partnership’s existing regulatory assets and liabilities could result. If unable to continue to apply the provisions of regulatory accounting, the Partnership would be required to apply the provisions of Discontinuation of Rate-Regulated Accounting. In management’s opinion, the Partnership’s regulated subsidiaries will be subject to regulatory accounting for the foreseeable future. Please see Note 12, "Regulatory Matters," in the Notes to Consolidated and Combined Financial Statements for further discussion.

F. Property, Plant and Equipment and Related AFUDC and Maintenance. Property, plant and equipment is stated at cost. The Partnership's rate-regulated subsidiaries record depreciation using composite rates on a straight-line basis over the remaining service lives of the properties as approved by the appropriate regulators. The Partnership's non-regulated companies depreciate assets on a component basis on a straight-line basis over the remaining service lives of the properties.

The Partnership capitalizes AFUDC on all classes of property except organization costs, land, autos, office equipment, tools and other general property purchases. The allowance is applied to construction costs for that period of time between the date of the expenditure and the date on which such project is placed in service. A combination of short-term borrowings, long-term debt and equity were used to fund construction efforts for all three years presented. The pre-tax rate for AFUDC debt and ADUFC equity are summarized in the table below:



	2015				2014				2013
	Debt		Equity		Debt		Equity		Debt		Equity
					Predecessor				Predecessor
Columbia Gas Transmission	1.8	%	6.3	%	0.9	%	3.0	%	2.5	%	3.2	%
Columbia Gulf	2.9	%	6.3	%	2.1	%	9.4	%	2.5	%	3.2	%

The Partnership follows the practice of charging maintenance and repairs, including the cost of removal of minor items of property, to expense as incurred. When regulated property that represents a retired unit is replaced or removed, the cost of such property is credited to utility plant, and such cost, net of salvage, is charged to the accumulated provision for depreciation in accordance with composite depreciation.

G. Gas Stored-Base Gas. Base gas, which is valued at original cost, represents storage volumes that are maintained to ensure that adequate well pressure exists to deliver current gas inventory. There were no purchases of base gas during the years ended December 31, 2015, 2014 and 2013. Please see Note 8, "Gain on Sale of Assets," in the Notes to Consolidated and Combined Financial Statements for information regarding the sale of storage base gas in 2013. Gas stored-base gas is included in Property, plant and equipment on the Consolidated and Combined Balance Sheets.

H. Amortization of Software Costs. External and internal costs associated with computer software developed for internal use are capitalized. Capitalization of such costs commences upon the completion of the preliminary stage of each project. Once the installed software is ready for its intended use, such capitalized costs are amortized on a straight-line basis generally over a period of five years. The Partnership amortized $5.8 million in 2015, $4.3 million in 2014 and $5.0 million in 2013 related to software costs. The Partnership’s unamortized software balance was $27.1 million and $18.3 million at December 31, 2015 and 2014, respectively.

I. Goodwill. The Partnership has $1,975.5 million in goodwill. All goodwill relates to the excess of cost over the fair value of the net assets acquired in the CEG acquisition on November 1, 2000. Please see Note 10, "Goodwill," in the Notes to Consolidated and Combined Financial Statements for further discussion.

J. Impairments. An impairment loss on long-lived assets shall be recognized only if the carrying amount of a long-lived assets is not recoverable and exceeds its fair value. The test for impairment compares the carrying amount of the long-lived asset to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. The Partnership recognized an impairment loss of $0.6 million for the year ended December 31, 2015 and zero for the years ended December 31, 2014 and 2013.

K. Revenue Recognition. Revenue is recorded as services are performed. Revenues are billed to customers monthly at rates established through the FERC's cost-based rate-making process or at rates less than those allowed by the FERC. Revenues are recorded on the accrual basis and include estimates for transportation provided but not billed.

The demand and commodity charges for transportation of gas under long-term agreements are recognized separately. Demand revenues are recognized monthly over the term of the agreement with the customer regardless of the volume of natural gas transported. Commodity revenues for both firm and interruptible transportation are recognized in the period the transportation services are provided based on volumes of natural gas physically delivered at the agreed upon delivery point.

The Partnership provides shorter term transportation and storage services for which cash is received at inception of the service period resulting in the recording of deferred revenues that are recognized in revenues over the period the services are provided.

Storage capacity revenues are recognized monthly over the term of the agreement with the customer regardless of the volume of storage service actually utilized. Injection and withdrawal revenues are recognized in the period when volumes of natural gas are physically injected into or withdrawn from storage.

The Partnership includes the subsidiary CEVCO, which owns the mineral rights to approximately 460,000 acres in the Marcellus and Utica shale areas. CEVCO leases or contributes the mineral rights to producers in return for royalty interest. Royalties from mineral interests are recognized on an accrual basis when earned and realized. Royalty revenue was $26.5 million, $43.8 million and $21.2 million for the years ended December 31, 2015, 2014 and 2013, respectively, and is included in "Other revenues" on the Statements of Consolidated and Combined Operations.

The Partnership periodically recognizes gains on the conveyance of mineral interest related to pooling of assets (production rights) in joint undertakings intended to find, develop, or produce oil or gas from a particular property or group of properties. The gains are initially deferred if the Partnership has a substantial obligation for future performance. As the obligation for future performance is satisfied, the deferred revenue is relieved and the associated gain is recognized. Gains on conveyances amounted to $52.3 million, $34.5 million and $7.3 million for the years ended December 31, 2015, 2014 and 2013, respectively, and are included in "Gain on sale of assets and impairment, net" on the Statements of Consolidated and Combined Operations.

L. Estimated Rate Refunds. The Partnership collects revenue subject to refund pending final determination in rate proceedings. In connection with such revenues, estimated rate refund liabilities are recorded which reflect management’s current judgment of the ultimate outcomes of the proceedings. No provisions are made when, in the opinion of management, the facts and circumstances preclude a reasonable estimate of the outcome.

M. Accounting for Exchange and Balancing Arrangements of Natural Gas. The Partnership enters into balancing and exchange arrangements of natural gas as part of its operations. The Partnership records a receivable or payable for its respective cumulative gas imbalances. These receivables and payables are recorded as “Exchange gas receivable” or “Exchange gas payable” on the Partnership’s Consolidated and Combined Balance Sheets, as appropriate.

N. Income Taxes and Investment Tax Credits. The Partnership is a limited partnership and is treated as a partnership for U.S. federal income tax purposes and therefore, is not liable for entity-level federal income taxes. The Predecessor's operating results were included in NiSource's consolidated U.S. federal and in consolidated, combined or stand-alone state income tax returns. Amounts presented in the combined financial statements prior to the IPO relate to income taxes that have been determined on a separate tax return basis, and the Predecessor's contribution to NiSource's net operating losses and tax credits have been included in the Predecessor's financial statements.

O. Environmental Expenditures. The Partnership accrues for costs associated with environmental remediation obligations when the incurrence of such costs is probable and the amounts can be reasonably estimated, regardless of when the expenditures are actually made. The undiscounted estimated future expenditures are based on currently enacted laws and regulations, existing technology and estimated site-specific costs where assumptions may be made about the nature and extent of site contamination, the extent of cleanup efforts, costs of alternative cleanup methods and other variables. The liability is adjusted as further information is discovered or circumstances change. The reserves for estimated environmental expenditures are recorded on the Consolidated and Combined Balance Sheets in “Other Accruals” for short-term portions of these liabilities and “Other noncurrent liabilities” for the respective long-term portions of these liabilities. The Partnership establishes regulatory assets on the Consolidated and Combined Balance Sheets to the extent that future recovery of environmental remediation costs is probable through the regulatory process. Please see Note 17, "Other Commitments and Contingencies" in the Notes to Consolidated and Combined Financial Statements for further discussion.

P. Accounting for Investments. The Partnership accounts for its ownership interests in Millennium Pipeline using the equity method of accounting. Columbia Gas Transmission owns a 47.5% interest in Millennium Pipeline. The equity method of accounting is applied for investments in unconsolidated companies where the Partnership (or a subsidiary) owns 20 to 50 percent of the voting rights and can exercise significant influence.

The Partnership has a 49% interest in Hardy Storage. The Predecessor had a 50% interest in Hardy Storage. The Partnership and the Predecessor reflect the investment in Hardy Storage as an equity method investment.

Columbia Midstream entered into a 50:50 joint venture in 2012 with Hilcorp to construct Pennant, a new wet natural gas gathering infrastructure and NGL processing facilities to support natural gas production in the Utica Shale region of northeastern Ohio and western Pennsylvania. During the third quarter of 2015, an additional member, an affiliate of Williams Partners, joined the Pennant joint venture. Williams Partners' initial ownership investment in Pennant is 5.00%, and by funding specified investment amounts for future growth projects, Williams Partners can invest directly in the growth of Pennant. Such funding will potentially increase Williams Partners' ownership in Pennant up to 33.33% over a defined investment period. As a result of the buy-in, Columbia Midstream received $12.7 million in cash and recorded a gain of $2.9 million, and its ownership interest in Pennant decreased from 50.0% to 47.5%. The Partnership accounts for the joint venture under the equity method of accounting.

Q. Natural Gas and Oil Properties. CEVCO participates as a working interest partner in the development of a broader acreage dedication. The working interest allows CEVCO to invest in the drilling operations of the partnership in addition to a royalty interest in well production. Please see Note 1K, “Revenue Recognition,” in the Notes to Consolidated and Combined Financial Statements for further discussion regarding the royalty revenue. CEVCO uses the successful efforts method of accounting for natural gas and oil producing activities for their portion of drilling activities. Capitalized well costs are depleted based on the units of production method.

CEVCO’s portion of unproved property investment is periodically evaluated for impairment. The majority of these costs generally relate to CEVCO’s portion of the working interest. The costs are capitalized and evaluated (at least quarterly) as to recoverability, based on changes brought about by economic factors and potential shifts in business strategy employed by management. Impairment of individually significant unproved property is assessed on a field-by-field basis considering a combination of time, geologic and engineering factors.

The following table reflects the changes in capitalized exploratory well costs for the years ended December 31, 2015 and 2014:



(in millions)	2015			2014
Beginning Balance	$	14.9		$	1.9
Additions pending the determination of proved reserves	1.3			20.1
Reclassifications of proved properties	(14.5		)	(7.1		)
Ending Balance	$	1.7		$	14.9

As of December 31, 2015, there was $0.3 million of capitalized exploratory well costs that have been capitalized for more than one year relating to one project initiated in 2013.