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

Transactions With Affiliates

12 Months Ended

Dec. 31, 2015

Transactions with Affiliates

Prior to CPG's separation from NiSource, the Partnership engaged in transactions with subsidiaries of NiSource which were deemed to be affiliates of the Partnership. The Partnership continues to engage in transactions with subsidiaries of CPG subsequent to the Separation. These affiliate transactions are summarized in the tables below:

Statement of Operations



	Year Ended December 31,
(in millions)	2015		2014		2013
			Predecessor		Predecessor
Transportation revenues	$	47.1	$	95.8	$	94.3
Storage revenues	26.2		53.2		53.6
Other revenues	0.2		0.3		0.3
Operation and maintenance expense	164.1		122.9		118.1
Interest expense	26.8		62.0		37.9
Interest income	4.8		0.5		0.5

Balance Sheet



(in millions)	December 31, 2015		December 31, 2014
			Predecessor
Accounts receivable	$	149.4	$	153.8
Current portion of long-term debt	—		115.9
Short-term borrowings	42.1		247.3
Accounts payable	86.3		49.9
Long-term debt	630.9		1,472.8

Transportation, Storage and Other Revenues. Prior to the Separation, the Partnership provided natural gas transportation, storage and other services to subsidiaries of NiSource, the Partnership's former affiliates. Prior to the IPO, the Predecessor provided similar services to subsidiaries of NiSource.

Operation and Maintenance Expense. The Partnership receives executive, financial, legal, information technology and other administrative and general services from CPGSC. Prior to the IPO, the Predecessor received similar services from NiSource Corporate Services. Expenses incurred as a result of these services consist of employee compensation and benefits, outside services and other expenses. The expenses are charged directly or allocated using various allocation methodologies based on a combination of gross fixed assets, total operating expense, number of employees and other measures. Management believes the allocation methodologies are reasonable. However, these allocations and estimates may not represent the amounts that would have been incurred had the services been provided by an outside entity.

Interest Expense and Income. The Partnership and Predecessor were charged interest for long-term debt of $35.1 million, $61.6 million and $40.6 million for the years ended December 31, 2015, 2014 and 2013, respectively, offset by associated AFUDC of $9.2 million, $2.7 million and $6.8 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Columbia OpCo and its subsidiaries entered into an intercompany money pool agreement with NiSource Finance, which became effective on the date of the IPO. Following the Separation, the agreement is now with CPG. The money pool is available for Columbia OpCo and its subsidiaries' general purposes, including capital expenditures and working capital. This intercompany money pool agreement is discussed in connection with Short-term Borrowings below. Prior to the IPO, the subsidiaries of the Predecessor participated in a similar money pool agreement with NiSource Finance. CPGSC administers the current money pool agreement. The cash accounts maintained by the subsidiaries of Columbia OpCo and the Predecessor were, prior to the Separation, swept into a NiSource corporate account on a daily basis, creating an affiliated receivable or decreasing an affiliated payable, as appropriate, between NiSource and the subsidiary. Subsequent to the Separation, cash accounts maintained by subsidiaries of Columbia OpCo were swept into a CPG corporate account on a daily basis, creating an affiliated receivable or decreasing an affiliated payable, as appropriate, between CPG and the subsidiary. The amount of interest expense and income for short-term borrowings was determined by the net position of each subsidiary in the money pool. The money pool weighted-average interest rate at December 31, 2015 and 2014 was 1.21% and 0.70%, respectively. The interest expense for short-term borrowings charged for the years ended December 31, 2015, 2014 and 2013 was $0.9 million, $3.1 million and $4.1 million, respectively.

Accounts Receivable. The Partnership includes in accounts receivable amounts due from the money pool discussed above of $140.5 million at December 31, 2015 for subsidiaries of Columbia OpCo in a net deposit position. The Predecessor includes in accounts receivable amounts due from the money pool discussed above of $125.0 million at December 31, 2014 for subsidiaries in a net deposit position. Also included in the balance at December 31, 2015 and December 31, 2014 are amounts due from subsidiaries of CPG, subsequent to the Separation, or NiSource, prior to the Separation, of $8.9 million and $28.8 million, respectively. Net cash flows related to the money pool receivables are included as Investing Activities on the Statements of Consolidated and Combined Statements of Cash Flows. All other affiliated receivables are included as Operating Activities.

Short-term Borrowings. In connection with the closing of the IPO, the subsidiaries of Columbia OpCo entered into an intercompany money pool agreement with NiSource Finance with $750.0 million of reserved borrowing capacity. Following the Separation, the agreement is now with CPG. In furtherance of the money pool agreement, CPG entered into a $1,500.0 million revolving credit agreement on December 5, 2014. The CPG revolving credit agreement became effective at the completion of the Separation with a termination date of July 2, 2020. Each of CEG, OpCo GP and Columbia OpCo is a guarantor of CPG's revolving credit facility. As a guarantor and restricted subsidiary, Columbia OpCo is subject to various customary covenants and restrictive provisions which, among other things, limit CPG’s and its restricted subsidiaries’ ability to incur additional indebtedness, guarantees and/or liens; consolidate, merge or transfer all or substantially all of their assets; make certain investments or restricted payments; modify certain material agreements; engage in certain types of transactions with affiliates; dispose of assets; and prepay certain indebtedness; each of which is subject to customary and usual exceptions and baskets, including an exception to the limitation on restricted payments for distributions of available cash, as permitted by their organizational documents. The restricted payment provision does not prohibit CPG or any of its restricted subsidiaries from making distributions in accordance to their respective organizational documents unless there has been an event of default (as defined in the revolving credit agreement), and neither CPG nor any of its restricted subsidiaries has any restrictions on its ability to make distributions under its organizational documents. Under Columbia OpCo's partnership agreement, it is required to distribute all of its available cash each quarter, less the amounts of cash reserves that OpCo GP determines are necessary or appropriate in its reasonable discretion to provide for the proper conduct of Columbia OpCo's business. In addition, subject to Delaware law, the board of directors of CPG may similarly determine whether to declare dividends at CPG without restriction under its revolving credit agreement. At December 31, 2015, neither CPG nor its subsidiaries had any restricted assets. If Columbia OpCo and the other loan parties fail to perform their obligations under these and other covenants, it could adversely affect Columbia OpCo’s ability to finance future business opportunities and make cash distributions to the Partnership. CPG’s revolving credit facility also contains customary events of default, including cross default provisions that apply to any other indebtedness CPG may have with an outstanding principal amount in excess of $50.0 million. If a default occurred, the relevant lenders could elect to declare the debt, together with accrued interest and other fees, to be immediately due and payable and proceed against Columbia OpCo as a guarantor.

The balance of Short-term Borrowings at December 31, 2015 and December 31, 2014 of $42.1 million and $247.3 million, respectively, includes those subsidiaries of Columbia OpCo and includes those subsidiaries of the Predecessor in a net borrower position of the money pool discussed above. Net cash flows related to Short-term Borrowings are included as Financing Activities on the Statements of Consolidated and Combined Statements of Cash Flows.

Accounts Payable. The affiliated accounts payable balance primarily includes amounts due for services received from CPGSC, subsequent to the Separation, and NiSource Corporate Services, prior to the Separation, and interest payable to CPG, subsequent to the Separation, and NiSource Finance, prior to the Separation.

Long-term Debt. In May 2015, the Partnership's outstanding intercompany debt transferred from NiSource Finance to CPG. The Partnership’s long-term financing requirements are satisfied through borrowings from CPG. On January 31, 2016, the Partnership amended its intercompany credit agreement with CPG to extend the maturity date of the note originating on December 9, 2013 from December 31, 2016 to December 31, 2020. Details of the long-term debt balance are summarized in the table below:



Origination Date	Interest Rate		Maturity Date	December 31, 2015		December 31, 2014
(in millions)						Predecessor
November 28, 2005⁽¹⁾	5.41	%	November 30, 2015	$	—	$	115.9
November 28, 2005	5.45	%	November 28, 2016	—		45.3
November 28, 2005	5.92	%	November 28, 2025	—		133.5
November 28, 2012	4.63	%	November 28, 2032	—		45.0
November 28, 2012	4.94	%	November 30, 2037	—		95.0
December 19, 2012	5.16	%	December 21, 2037	—		55.0
November 28, 2012	5.26	%	November 28, 2042	—		170.0
December 19, 2012	5.49	%	December 18, 2042	—		95.0
December 9, 2013⁽²⁾	4.70	%	December 31, 2020	630.9		834.0
Total long-term debt, including current portion				$	630.9	$	1,588.7

⁽¹⁾ The debt balance for the note originating on November 28, 2005 and maturing on November 30, 2015 is included in "Current portion of long-term debt-affiliated" on the Combined Balance Sheet as of December 31, 2014.

⁽²⁾ The Partnership may borrow at any time from the origination date to December 31, 2016 not to exceed $2.6 billion. From January 1, 2017 to December 31, 2020, the Partnership may borrow at any time not to exceed $2.3 billion. As of the January 2016 amendment, the note carries a fixed interest rate of 4.70% for the outstanding borrowings as of December 31, 2015.

Dividends. During the year ended December 31, 2015, Columbia OpCo distributed $687.3 million to CEG, of which $500.0 million was a reimbursement of preformation capital expenditures with respect to the assets contributed to Columbia OpCo. The Predecessor paid no dividends to CEG in the year ended December 31, 2014 and paid $113.0 million to CEG in the year ended December 31, 2013. There were no restrictions on the payment by the Partnership of dividends to CEG.