HOUSTON, June 30, 2016 /PRNewswire/ -- Columbia Pipeline Group, Inc. (NYSE: CPGX) ("CPG") today announced that, on the morning of June 30, 2016, TransCanada Corporation (TSX: TRP) (NYSE: TRP) ("TransCanada") and CPG held a closing with respect to the acquisition of CPG by TransCanada, at which time the parties confirmed that all conditions to the closing of the merger were satisfied. After the closing, the parties filed a certificate of merger with the Secretary of State of the State of Delaware, which provides that the merger will become effective at 12:01 a.m., Eastern Daylight Time, on July 1, 2016. At the effective time of the merger, shares of CPG common stock will be cancelled and converted into the right to receive $25.50 per share in cash, without interest, subject to the terms and conditions set forth in the merger agreement entered into by CPG and TransCanada on March 17, 2016.
Shares of CPG common stock will continue to trade on the NYSE on June 30, 2016 and will be suspended from trading on the NYSE effective as of the opening of trading on July 1, 2016. On July 1, 2016, CPG will direct the NYSE to file a Form 25 on CPG's behalf with the Securities and Exchange Commission to commence the process of delisting the shares of CPG common stock from the NYSE and deregistering such shares under the Securities Exchange Act of 1934.
The per share merger consideration of $25.50 in cash implies an aggregate purchase price for CPG of approximately $13 billion, including the assumption of approximately $2.8 billion of debt. Upon completion of the acquisition, CPG will be an indirect wholly owned subsidiary of TransCanada.
About Columbia Pipeline Group, Inc.
Columbia Pipeline Group, Inc. operates approximately 15,000 miles of strategically located interstate pipeline, gathering and processing assets extending from New York to the Gulf of Mexico, including an extensive footprint in the Marcellus and Utica shale production areas. CPG also operates one of the nation's largest underground natural gas storage systems. CPG is listed on the NYSE under the ticker symbol CPGX.
Forward-Looking Statements
Certain statements in this release may constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Private Securities Litigation Reform Act of 1995 concerning CPG and the proposed merger with TransCanada. Forward-looking statements are statements other than historical facts and that frequently use words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "plan," "position," "should," "strategy," "target," "will" and similar words. All such forward-looking statements speak only as of the date of this release. Although CPG believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved and such statements are subject to various risks and uncertainties. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecasted in such statements and readers are cautioned not to place undue reliance on such statements. CPG's business may be influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond CPG's control. These factors include, but are not limited to, the occurrence of any event, change or other circumstance that could give rise to termination of the merger agreement with TransCanada; risks related to disruption of management's attention from CPG's ongoing business operations due to the pending merger; the impact of the announcement of the proposed merger on relationships with third parties, including commercial counterparties, employees and competitors, and risks associated with the loss and ongoing replacement of key personnel; risks relating to unanticipated costs of integration in connection with the proposed merger, including operating costs, customer loss or business disruption being greater than expected; 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; the availability and price of natural gas to the consumer compared with 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, acts of war and terrorism 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; and the effects of future litigation, including litigation relating to the proposed merger with TransCanada. We caution that the foregoing list of factors is not exhaustive. Additional information about these and other factors can be found in CPG's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") for the fiscal year ended December 31, 2015, as amended, and CPG's other filings with the SEC, which are available at http://www.sec.gov. All forward-looking statements included in this press release are expressly qualified in their entirety by such cautionary statements. CPG expressly disclaims any obligation to update, amend or clarify any forward-looking statement to reflect events, new information or circumstances occurring after the date of this release except as required by applicable law.
SOURCE Columbia Pipeline Group, Inc.
HOUSTON, June 22, 2016 /PRNewswire/ -- Columbia Pipeline Group, Inc. (NYSE: CPGX) ("CPG") today announced that CPG's stockholders approved the proposals identified in the definitive proxy statement, dated May 17, 2016, at a special meeting of stockholders held earlier today relating to the proposed acquisition of CPG by TransCanada Corporation (TSX: TRP) (NYSE: TRP) ("TransCanada"). Holders of 95.33 percent of CPG shares present and voting at the meeting voted in favor of the proposal to adopt the agreement and plan of merger with TransCanada, dated March 17, 2016, with 77.48 percent of CPG's outstanding shares present and voting at the meeting.
As announced on March 17, 2016, CPG and TransCanada entered into a definitive merger agreement pursuant to which TransCanada will acquire CPG for $25.50 per share in cash. CPG's stockholder approval is a condition to the closing of the merger. The completion of the transaction remains subject to certain other customary closing conditions, but CPG and TransCanada anticipate that the closing of the transaction will be effective on July 1, 2016.
About Columbia Pipeline Group, Inc.
Columbia Pipeline Group, Inc. operates approximately 15,000 miles of strategically located interstate pipeline, gathering and processing assets extending from New York to the Gulf of Mexico, including an extensive footprint in the Marcellus and Utica shale production areas. CPG also operates one of the nation's largest underground natural gas storage systems. CPG is listed on the NYSE under the ticker symbol CPGX.
Forward-Looking Statements
Certain statements in this release may constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Private Securities Litigation Reform Act of 1995 concerning CPG and the proposed merger with TransCanada. Forward-looking statements are statements other than historical facts and that frequently use words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "plan," "position," "should," "strategy," "target," "will" and similar words. All such forward-looking statements speak only as of the date of this release. Although CPG believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved and such statements are subject to various risks and uncertainties. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecasted in such statements and readers are cautioned not to place undue reliance on such statements. CPG's business may be influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond CPG's control. These factors include, but are not limited to, the occurrence of any event, change or other circumstance that could give rise to termination of the merger agreement with TransCanada; the inability to complete the proposed merger due to the failure to satisfy the conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the merger; risks related to disruption of management's attention from CPG's ongoing business operations due to the pending merger; the impact of the announcement of the proposed merger on relationships with third parties, including commercial counterparties, employees and competitors, and risks associated with the loss and ongoing replacement of key personnel; risks relating to unanticipated costs of integration in connection with the proposed merger, including operating costs, customer loss or business disruption being greater than expected; 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; the availability and price of natural gas to the consumer compared with 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, acts of war and terrorism 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; and the effects of future litigation, including litigation relating to the proposed merger with TransCanada. We caution that the foregoing list of factors is not exhaustive. Additional information about these and other factors can be found in CPG's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") for the fiscal year ended December 31, 2015, as amended, and CPG's other filings with the SEC, which are available at http://www.sec.gov. All forward-looking statements included in this press release are expressly qualified in their entirety by such cautionary statements. CPG expressly disclaims any obligation to update, amend or clarify any forward-looking statement to reflect events, new information or circumstances occurring after the date of this release except as required by applicable law.
SOURCE Columbia Pipeline Group, Inc.
DALLAS, June 21, 2016 /PRNewswire/ -- Alerian announced today that Columbia Pipeline Group (NYSE: CPGX) is expected to be removed from the Alerian Energy Infrastructure Index (AMEI) in a special rebalancing.
Special rebalancings are triggered by corporate actions such as mergers, bankruptcies, and liquidations. Pending shareholder approval, CPGX will cease to trade due to its merger with TransCanada (TSX: TRP). If approved, the rebalancing will take place one trading day after the issuance of a press release indicating all needed merger votes have passed.
The index will be rebalanced in accordance with its existing methodology. Constituent additions to and deletions from the index do not reflect an opinion by Alerian on the investment merits of the respective securities.
About the Alerian Energy Infrastructure Index
The Alerian Energy Infrastructure Index is a composite of North American energy infrastructure companies. The capped, float-adjusted, capitalization-weighted index, whose constituents are engaged in midstream activities involving energy commodities, is disseminated real-time on a price-return basis (AMEI) and on a total-return basis (AMEIX).
About Alerian
Alerian equips investors to make informed decisions about Master Limited Partnerships (MLPs) and energy infrastructure. Its benchmarks, including the flagship Alerian MLP Index (AMZ), are widely used by industry executives, investment professionals, research analysts, and national media to analyze relative performance. As of May 31, 2016, nearly $15 billion is directly tied to the Alerian Index Series through exchange-traded funds and notes, separately managed accounts, and structured products. For more information, including index values and constituents, research content, and announcements regarding rebalancings, please visit alerian.com.
SOURCE Alerian
HOUSTON, May 17, 2016 /PRNewswire/ -- Columbia Pipeline Group, Inc. (NYSE: CPGX) ("CPG") today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), applicable to the proposed acquisition of CPG by TransCanada Corporation (TSX: TRP) (NYSE: TRP) ("TransCanada"), was terminated early by the United States Federal Trade Commission on May 17, 2016.
As previously announced on March 17, 2016, CPG entered into a definitive agreement to be acquired by TransCanada for $25.50 in cash per share of CPG common stock. Termination of the HSR Act waiting period is one of the specified conditions to which closing of the proposed acquisition is subject.
Assuming the required approval of CPG stockholders is obtained at the meeting scheduled for June 22, 2016, CPG and TransCanada expect that the closing of the transaction will be effective by July 1, 2016.
About Columbia Pipeline Group, Inc.
Columbia Pipeline Group, Inc. operates approximately 15,000 miles of strategically located interstate pipeline, gathering and processing assets extending from New York to the Gulf of Mexico, including an extensive footprint in the Marcellus and Utica shale production areas. CPG also operates one of the nation's largest underground natural gas storage systems. CPG is listed on the NYSE under the ticker symbol CPGX.
Forward-Looking Statements
Certain statements in this release may constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Private Securities Litigation Reform Act of 1995 concerning CPG and the proposed merger with TransCanada. Forward-looking statements are statements other than historical facts and that frequently use words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "plan," "position," "should," "strategy," "target," "will" and similar words. All such forward-looking statements speak only as of the date of this release. Although CPG believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved and such statements are subject to various risks and uncertainties. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecasted in such statements and readers are cautioned not to place undue reliance on such statements. CPG's business may be influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond CPG's control. These factors include, but are not limited to, the occurrence of any event, change or other circumstance that could give rise to termination of the merger agreement with TransCanada; the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the merger; risks related to disruption of management's attention from CPG's ongoing business operations due to the pending merger; the impact of the announcement of the proposed merger on relationships with third parties, including commercial counterparties, employees and competitors, and risks associated with the loss and ongoing replacement of key personnel; risks relating to unanticipated costs of integration in connection with the proposed merger, including operating costs, customer loss or business disruption being greater than expected; 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; the availability and price of natural gas to the consumer compared with 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, acts of war and terrorism 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; and the effects of future litigation, including litigation relating to the proposed merger with TransCanada. We caution that the foregoing list of factors is not exhaustive. Additional information about these and other factors can be found in CPG's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") for the fiscal year ended December 31, 2015, as amended, and CPG's other filings with the SEC, which are available at http://www.sec.gov. All forward-looking statements included in this press release are expressly qualified in their entirety by such cautionary statements. CPG expressly disclaims any obligation to update, amend or clarify any forward-looking statement to reflect events, new information or circumstances occurring after the date of this release except as required by applicable law.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition of CPG by TransCanada. In connection with the proposed merger transaction, CPG has filed a definitive proxy statement with the SEC on May 17, 2016, which CPG expects to commence disseminating to stockholders on or about May 18, 2016. Before making any voting decision, CPG's stockholders are urged to read the DEFINITIVE proxy statement and any other documents to be filed with the SEC in connection with the proposed merger or incorporated by reference in the proxy statement because they will contain important information about the proposed merger.
Investors and security holders will be able to obtain, free of charge, a copy of the definitive proxy statement (when available) and other relevant documents filed with the SEC from the SEC's website at http://www.sec.gov. In addition, the definitive proxy statement and CPG's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act will be available free of charge through CPG's website at https://www.cpg.com/ as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.
Participants in Solicitation
CPG and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of CPG common stock in respect of the proposed merger. Information about the directors and executive officers of CPG can be found in CPG's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on February 18, 2016, as amended by Amendment No. 1 thereto on Form 10-K/A, filed with the SEC on April 7, 2016. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the merger, which may be different than those of CPG's stockholders generally, is contained in the definitive proxy statement filed with the SEC by CPG on May 17, 2016 in connection with the proposed merger.
SOURCE Columbia Pipeline Group, Inc.
HOUSTON, May 16, 2016 /PRNewswire/ -- Columbia Pipeline Group, Inc. (NYSE: CPGX) ("CPG") today announced that on May 13, 2016, the Committee on Foreign Investment in the United States (CFIUS) notified CPG and TransCanada Corporation (TSX: TRP) (NYSE: TRP) ("TransCanada") that its investigation of the proposed acquisition of CPG by TransCanada was complete and that there were no unresolved national security concerns with respect to the proposed transaction.
Receipt of this notification from CFIUS satisfies one of the conditions to the closing of the proposed transaction. CPG and TransCanada continue to anticipate completing the proposed transaction in the second half of 2016, subject to other customary closing conditions including US antitrust clearance and receipt of the approval of CPG stockholders.
About Columbia Pipeline Group, Inc.
Columbia Pipeline Group, Inc. operates approximately 15,000 miles of strategically located interstate pipeline, gathering and processing assets extending from New York to the Gulf of Mexico, including an extensive footprint in the Marcellus and Utica shale production areas. CPG also operates one of the nation's largest underground natural gas storage systems. CPG is listed on the NYSE under the ticker symbol CPGX.
Forward-Looking Statements
Certain statements in this release may constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Private Securities Litigation Reform Act of 1995 concerning CPG and the proposed merger with TransCanada. Forward-looking statements are statements other than historical facts and that frequently use words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "plan," "position," "should," "strategy," "target," "will" and similar words. All such forward-looking statements speak only as of the date of this release. Although CPG believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved and such statements are subject to various risks and uncertainties. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecasted in such statements and readers are cautioned not to place undue reliance on such statements. CPG's business may be influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond CPG's control. These factors include, but are not limited to, the occurrence of any event, change or other circumstance that could give rise to termination of the merger agreement with TransCanada; the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the merger; risks related to disruption of management's attention from CPG's ongoing business operations due to the pending merger; the impact of the announcement of the proposed merger on relationships with third parties, including commercial counterparties, employees and competitors, and risks associated with the loss and ongoing replacement of key personnel; risks relating to unanticipated costs of integration in connection with the proposed merger, including operating costs, customer loss or business disruption being greater than expected; 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; the availability and price of natural gas to the consumer compared with 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, acts of war and terrorism 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; and the effects of future litigation, including litigation relating to the proposed merger with TransCanada. We caution that the foregoing list of factors is not exhaustive. Additional information about these and other factors can be found in CPG's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") for the fiscal year ended December 31, 2015, as amended, and CPG's other filings with the SEC, which are available at http://www.sec.gov. All forward-looking statements included in this press release are expressly qualified in their entirety by such cautionary statements. CPG expressly disclaims any obligation to update, amend or clarify any forward-looking statement to reflect events, new information or circumstances occurring after the date of this release except as required by applicable law.
Additional Information and Where to Find It
This release may be deemed to be solicitation material in respect of the proposed acquisition of CPG by TransCanada. In connection with the proposed merger transaction, CPG filed a preliminary proxy statement with the SEC on April 8, 2016, and intends to file other relevant documents with the SEC, including a proxy statement in definitive form (which CPG expects to commence disseminating to stockholders on or about May 18, 2016). Before making any voting decision, CPG's stockholders are urged to read the DEFINITIVE proxy statement and any other documents to be filed with the SEC in connection with the proposed merger or incorporated by reference in the proxy statement WHEN THEY BECOME AVAILABLE because they will contain important information about the proposed merger.
Investors and security holders will be able to obtain, free of charge, a copy of the definitive proxy statement (when available) and other relevant documents filed with the SEC from the SEC's website at http://www.sec.gov. In addition, the proxy statement and CPG's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act will be available free of charge through CPG's website at https://www.cpg.com/ as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.
Participants in Solicitation
CPG and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of CPG common stock in respect of the proposed merger. Information about the directors and executive officers of CPG can be found in CPG's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on February 18, 2016, as amended by Amendment No. 1 thereto on Form 10-K/A, filed with the SEC on April 7, 2016. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the merger, which may be different than those of CPG's stockholders generally, will be contained in the proxy statement and other relevant materials that will be filed with the SEC in connection with the proposed merger when they become available.
SOURCE Columbia Pipeline Group, Inc.
HOUSTON, May 10, 2016 /PRNewswire/ -- The Board of Directors of Columbia Pipeline Group, Inc. (NYSE: CPGX) ("CPG") today declared a quarterly dividend of 13.875 cents per share on CPG's common stock that is payable on August 19, 2016 to common stockholders of record as of the close of business on July 29, 2016, provided that CPG's proposed merger with TransCanada Corporation (TSX: TRP) (NYSE: TRP) ("TransCanada") does not close on or prior to the close of business on July 29, 2016. This would represent an approximately 3.7 percent increase over the prior quarter's dividend of 13.375 cents per share.
As previously announced, on March 17, 2016, CPG entered into an agreement and plan of merger with TransCanada and certain subsidiaries of TransCanada providing for the acquisition of CPG by a wholly owned subsidiary of TransCanada. The proposed merger is subject to approval by CPG's stockholders, regulatory approval and certain other customary closing conditions. CPG currently expects that the closing of the merger will occur in the second half of 2016. If the proposed merger with TransCanada closes prior to the close of business on July 29, 2016, then the dividend announced today will not be paid.
About Columbia Pipeline Group, Inc.
Columbia Pipeline Group, Inc. operates approximately 15,000 miles of strategically located interstate pipeline, gathering and processing assets extending from New York to the Gulf of Mexico, including an extensive footprint in the Marcellus and Utica shale production areas. CPG also operates one of the nation's largest underground natural gas storage systems. CPG is listed on the NYSE under the ticker symbol CPGX.
Forward-Looking Statements
Certain statements in this release may constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Private Securities Litigation Reform Act of 1995 concerning CPG and the proposed merger with TransCanada. Forward-looking statements are statements other than historical facts and that frequently use words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "plan," "position," "should," "strategy," "target," "will" and similar words. All such forward-looking statements speak only as of the date of this release. Although CPG believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved and such statements are subject to various risks and uncertainties. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecasted in such statements and readers are cautioned not to place undue reliance on such statements. CPG's business may be influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond CPG's control. These factors include, but are not limited to, the occurrence of any event, change or other circumstance that could give rise to termination of the merger agreement with TransCanada; the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the merger; risks related to disruption of management's attention from CPG's ongoing business operations due to the pending merger; the impact of the announcement of the proposed merger on relationships with third parties, including commercial counterparties, employees and competitors, and risks associated with the loss and ongoing replacement of key personnel; risks relating to unanticipated costs of integration in connection with the proposed merger, including operating costs, customer loss or business disruption being greater than expected; 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; the availability and price of natural gas to the consumer compared with 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, acts of war and terrorism 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; and the effects of future litigation, including litigation relating to the proposed merger with TransCanada. We caution that the foregoing list of factors is not exhaustive. Additional information about these and other factors can be found in CPG's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") for the fiscal year ended December 31, 2015, as amended, and CPG's other filings with the SEC, which are available at http://www.sec.gov. All forward-looking statements included in this press release are expressly qualified in their entirety by such cautionary statements. CPG expressly disclaims any obligation to update, amend or clarify any forward-looking statement to reflect events, new information or circumstances occurring after the date of this release except as required by applicable law.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition of CPG by TransCanada. In connection with the proposed merger transaction, CPG filed a preliminary proxy statement with the SEC on April 8, 2016, and intends to file other relevant documents with the SEC, including a proxy statement in definitive form (which CPG expects to commence disseminating to stockholders on or about May 18, 2016). Before making any voting decision, CPG's stockholders are urged to read the DEFINITIVE proxy statement and any other documents to be filed with the SEC in connection with the proposed merger or incorporated by reference in the proxy statement WHEN THEY BECOME AVAILABLE because they will contain important information about the proposed merger.
Investors and security holders will be able to obtain, free of charge, a copy of the definitive proxy statement (when available) and other relevant documents filed with the SEC from the SEC's website at http://www.sec.gov. In addition, the proxy statement and CPG's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act will be available free of charge through CPG's website at https://www.cpg.com/ as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.
Participants in Solicitation
CPG and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of CPG common stock in respect of the proposed merger. Information about the directors and executive officers of CPG can be found in CPG's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on February 18, 2016, as amended by Amendment No. 1 thereto on Form 10-K/A, filed with the SEC on April 7, 2016. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the merger, which may be different than those of CPG's stockholders generally, will be contained in the proxy statement and other relevant materials that will be filed with the SEC in connection with the proposed merger when they become available.
SOURCE Columbia Pipeline Group, Inc.
HOUSTON, May 4, 2016 /PRNewswire/ -- Columbia Pipeline Group, Inc. (NYSE: CPGX) (CPG) today announced that TransCanada Corporation (TSX: TRP) (NYSE: TRP) (TransCanada) has voluntarily withdrawn and will refile its premerger notification and report form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act) originally filed on April 4, 2016. The effect of this action is to extend the time the Federal Trade Commission (the FTC) has to review the acquisition of CPG by TransCanada under the HSR Act.
TransCanada withdrew its notification and report form today and intends to refile it on May 6, 2016, when the 30-day waiting period will recommence. CPG and TransCanada have been working cooperatively with the FTC as it conducts its review of the acquisition and will continue to do so during this additional period.
CPG and TransCanada continue to anticipate completing the proposed transaction in the second half of 2016, subject to customary closing conditions including receipt of required regulatory approvals and the approval of CPG stockholders.
About Columbia Pipeline Group, Inc.
Columbia Pipeline Group, Inc. operates approximately 15,000 miles of strategically located interstate pipeline, gathering and processing assets extending from New York to the Gulf of Mexico, including an extensive footprint in the Marcellus and Utica shale production areas. CPG also operates one of the nation's largest underground natural gas storage systems. CPG is listed on the NYSE under the ticker symbol CPGX.
Forward-Looking Statements
Certain statements in this release may constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Private Securities Litigation Reform Act of 1995 concerning CPG and the proposed merger with TransCanada. Forward-looking statements are statements other than historical facts and that frequently use words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "plan," "position," "should," "strategy," "target," "will" and similar words. All such forward-looking statements speak only as of the date of this release. Although CPG believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved and such statements are subject to various risks and uncertainties. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecasted in such statements and readers are cautioned not to place undue reliance on such statements. CPG's business may be influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond CPG's control. These factors include, but are not limited to, the occurrence of any event, change or other circumstance that could give rise to termination of the merger agreement with TransCanada; the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the merger; risks related to disruption of management's attention from CPG's ongoing business operations due to the pending merger; the impact of the announcement of the proposed merger on relationships with third parties, including commercial counterparties, employees and competitors, and risks associated with the loss and ongoing replacement of key personnel; risks relating to unanticipated costs of integration in connection with the proposed merger, including operating costs, customer loss or business disruption being greater than expected; 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; the availability and price of natural gas to the consumer compared with 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, acts of war and terrorism 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; and the effects of future litigation, including litigation relating to the proposed merger with TransCanada. We caution that the foregoing list of factors is not exhaustive. Additional information about these and other factors can be found in CPG's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") for the fiscal year ended December 31, 2015, as amended, and CPG's other filings with the SEC, which are available at http://www.sec.gov. All forward-looking statements included in this press release are expressly qualified in their entirety by such cautionary statements. CPG expressly disclaims any obligation to update, amend or clarify any forward-looking statement to reflect events, new information or circumstances occurring after the date of this release except as required by applicable law.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition of CPG by TransCanada. In connection with the proposed merger transaction, CPG filed a preliminary proxy statement with the SEC on April 8, 2016, and intends to file other relevant documents with the SEC, including a proxy statement in definitive form (which CPG expects to commence disseminating to stockholders on or about May 18, 2016). Before making any voting decision, CPG's stockholders are urged to read the DEFINITIVE proxy statement and any other documents to be filed with the SEC in connection with the proposed merger or incorporated by reference in the proxy statement WHEN THEY BECOME AVAILABLE because they will contain important information about the proposed merger.
Investors and security holders will be able to obtain, free of charge, a copy of the definitive proxy statement (when available) and other relevant documents filed with the SEC from the SEC's website at http://www.sec.gov. In addition, the proxy statement and CPG's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act will be available free of charge through CPG's website at https://www.cpg.com/ as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.
Participants in Solicitation
CPG and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of CPG common stock in respect of the proposed merger. Information about the directors and executive officers of CPG can be found in CPG's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on February 18, 2016, as amended by Amendment No. 1 thereto on Form 10-K/A, filed with the SEC on April 7, 2016. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the merger, which may be different than those of CPG's stockholders generally, will be contained in the proxy statement and other relevant materials that will be filed with the SEC in connection with the proposed merger when they become available.
SOURCE Columbia Pipeline Group, Inc.
HOUSTON, May 3, 2016 /PRNewswire/ -- Columbia Pipeline Partners LP (NYSE: CPPL) ("CPPL" or the "Partnership"), a Columbia Pipeline Group, Inc. (NYSE: CPGX) ("CPG") company, today reported financial and operating results for the first quarter 2016.
CPPL reported net income attributable to limited partners of $27.3 million, or $0.25 per common unit compared with net income attributable to limited partners of $13.3 million, or $0.13 per common unit in the prior-year period. CPPL reported Adjusted EBITDA attributable to the Partnership (a non-GAAP measure) of $34.3 million for the first quarter compared with $18.2 million in the prior-year period. CPPL generated Distributable Cash Flow (a non-GAAP measure) of $30.0 million for the first quarter compared with $15.9 million in the prior-year period and declared a distribution of $0.1875 per unit on May 2, 2016. The distribution coverage ratio (a non-GAAP measure) for the year-to-date period is 1.59x compared with 1.73x in the prior-year period. Please see the definitions of such non-GAAP measures in the "Non-GAAP Financial Measures" section of this press release and a reconciliation to their most comparable measure calculated in accordance with GAAP on Schedule 1 of the financial tables below.
"Columbia Pipeline Partners delivered another solid quarter squarely in line with our expectations," said Robert C. Skaggs Jr., chairman and chief executive officer of CPP GP LLC, the general partner of CPPL. "The execution of our deep investment backlog continues to progress and remains on time and on budget."
As previously announced, on March 17, 2016, CPG, the ultimate parent of CPPL's general partner, entered into an agreement and plan of merger to be acquired by a subsidiary of TransCanada Corporation (NYSE: TRP). The acquisition is expected to close in the second half of 2016. Upon closing of the transaction, CPPL will remain a publicly traded partnership.
Presentation of Financial Statements
CPPL's consolidated financial statements include the accounts of CPPL and its consolidated subsidiary, CPG OpCo LP ("Columbia OpCo"). CPPL holds a 15.7% limited partner interest and a non-economic general partner interest in Columbia OpCo. CPPL controls Columbia OpCo through the ownership of its general partner and, accordingly, CPPL consolidates Columbia OpCo in its consolidated financial statements. Columbia Energy Group (a wholly owned subsidiary of CPG), CPPL's sponsor, owns the remaining 84.3% limited partner interest in Columbia OpCo, which is reflected as a non-controlling interest in CPPL's financial statements.
Balance Sheet
CPPL has a $500.0 million revolving credit facility, under which $15.0 million was drawn as of March 31, 2016.
Growth and Modernization Capital Expenditures
Growth and Modernization capital expenditures totaled $362.9 million for the first quarter. These expenditures were mostly attributable to the Leach XPress, Rayne XPress and Cameron Access projects, as well as the Columbia Gas Transmission modernization program.
Three Months Ended March 31, 2016 Operating Results
A comparison of operating results for the three months ended March 31, 2016 to the three months ended March 31, 2015 is summarized below. Earnings for the periods prior to the date of CPPL's initial public offering are derived from the financial statements and accounting records of CPPL's predecessor.
Operating revenues, excluding the impact of a $10.1 million decrease in trackers, which is offset in expense, increased by $34.4 million. The increase was primarily due to higher demand margin revenue from growth projects placed into service, partially offset by a decrease in mineral rights royalty revenue.
Operating expenses, excluding the impact of a $10.1 million decrease in trackers, which is offset in revenues, increased by $15.4 million. The increase was primarily due to higher depreciation and amortization, increased employee and administrative expenses, higher outside service costs, decreased gains on the conveyances of mineral interests and higher property and other taxes. These variances were partially offset by decreased maintenance expenses.
Equity earnings increased by $0.9 million.
Other income (deductions) for the first quarter of 2016 reduced income by $1.7 million compared with a reduction in income of $7.1 million in the same period in 2015. The variance was primarily due to a decrease in interest expense resulting from the repayment of long-term debt and an increase in Allowance for Funds Used During Construction, partially offset by lower interest income.
Non-GAAP Financial Measures
Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio
We define Adjusted EBITDA as net income before interest expense, income taxes, and depreciation and amortization, plus distributions of earnings received from equity investees, less equity earnings in unconsolidated affiliates and other, net. In addition, to the extent transactions occur that are considered unusual, infrequent or not representative of underlying trends, we will remove the effect of these items from Adjusted EBITDA. Examples of these transactions include impairments. We define Distributable Cash Flow as Adjusted EBITDA less interest expense, maintenance capital expenditures, gain on sale of assets and distributable cash flow attributable to noncontrolling interest plus proceeds from sale of assets, interest income, capital (received) costs related to the separation and any other known differences between cash and income. We define Distribution Coverage Ratio as the ratio of distributable cash flow per outstanding unit (as of the end of the period) to cash distributions payable per outstanding unit with respect to such period.
Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio are non-GAAP supplemental financial measures that management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
We believe that the presentations of Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio will provide useful information to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to Adjusted EBITDA and Distributable Cash Flow are Net Income and Net Cash Flows from Operating Activities. Our non-GAAP financial measures of Adjusted EBITDA and Distributable Cash Flow should not be considered as an alternative to GAAP Net Income or Net Cash Flows from Operating Activities. Adjusted EBITDA and Distributable Cash Flow have important limitations as analytical tools because they exclude some but not all items that affect net income and net cash flows from operating activities. You should not consider Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio may be defined differently by other companies in our industry, our definitions may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.
Columbia Pipeline Partners LP Files 2015 10-K
CPPL filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as amended, with the Securities Exchange Commission ("SEC") on February 18, 2016. A copy of the Form 10-K may be found on CPPL's website, www.columbiapipelinepartners.com, by selecting "Investors", "Financial Results & Filings" and then "SEC Filings." CPPL unitholders may receive hard copies of this document free of charge upon request by emailing ir@cpg.com.
About Columbia Pipeline Partners LP
Columbia Pipeline Partners LP, based in Houston, Texas, is a fee-based, growth-oriented master limited partnership formed to own, operate and develop a growing portfolio of natural gas pipelines, storage and related midstream assets.
Columbia Pipeline Partners' business and operations are conducted through CPG OpCo LP and its subsidiaries, which own and operate substantially all of the natural gas transmission, storage and midstream assets of Columbia Pipeline Group, Inc. Columbia Pipeline Group operates approximately 15,000 miles of strategically located interstate pipelines extending from New York to the Gulf of Mexico, one of the nation's largest underground natural gas storage systems, and a growing portfolio of related gathering and processing assets. The majority of its assets overlay the Marcellus and Utica Shale production areas. Additional information can be found at www.columbiapipelinepartners.com or www.cpg.com.
Forward-Looking Statements
Certain statements in this release may constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements are statements other than historical facts and that frequently use words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "plan," "position," "should," "strategy," "target," "will" and similar words. All such forward-looking statements speak only as of the date of this release. Although CPPL believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved and such statements are subject to various risks and uncertainties. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecasted in such statements and readers are cautioned not to place undue reliance on such statements. CPPL's business may be influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond CPPL's control. These factors include, but are not limited to, the occurrence of any event, change or other circumstance that could give rise to termination of the merger agreement among CPG and TransCanada; the inability of CPG to complete the proposed merger due to the failure to obtain CPG stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the merger; risks related to disruption of management's attention from CPPL's ongoing business operations due to the pending merger; the impact of the announcement of the proposed merger on relationships with third parties, including commercial counterparties, employees and competitors, and risks associated with the loss and ongoing replacement of key personnel; risks relating to unanticipated costs of integration in connection with the proposed merger, including operating costs, customer loss or business disruption being greater than expected; 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; the availability and price of natural gas to the consumer compared with 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, acts of war and terrorism 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; and the effects of future litigation, including litigation relating to CPG's proposed merger with TransCanada. We caution that the foregoing list of factors is not exhaustive. Additional information about these and other factors can be found in CPPL's Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2015, as amended, and CPPL's other filings with the SEC, which are available at http://www.sec.gov. All forward-looking statements included in this press release are expressly qualified in their entirety by such cautionary statements. CPPL expressly disclaims any obligation to update, amend or clarify any forward-looking statement to reflect events, new information or circumstances occurring after the date of this release except as required by applicable law.
Additional Information and Where to Find It
This release may be deemed to be solicitation material in respect of the proposed acquisition of CPG by TransCanada. In connection with the proposed merger transaction, CPG filed a preliminary proxy statement with the SEC on April 8, 2016, and intends to file other relevant documents with the SEC, including a proxy statement in definitive form (which CPG expects to commence disseminating to stockholders on or about May 18, 2016). BEFORE MAKING ANY VOTING DECISION, CPG'S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Investors and security holders will be able to obtain, free of charge, a copy of the definitive proxy statement (when available) and other relevant documents filed with the SEC from the SEC's website at http://www.sec.gov. In addition, the proxy statement and CPG's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act will be available free of charge through CPG's website at https://www.cpg.com/ as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.
Participants in Solicitation
CPPL and its general partner's directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of CPG common stock in respect of the proposed merger. Information about the directors and executive officers of CPPL's general partner can be found in CPPL's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on February 18, 2016, as amended by Amendment No. 1 thereto on Form 10-K/A, filed with the SEC on April 7, 2016. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the merger, which may be different than those of CPG's stockholders generally, will be contained in the proxy statement and other relevant materials that will be filed with the SEC in connection with the proposed merger when they become available.
Columbia Pipeline Partners LP | ||||||
Statements of Consolidated and Combined Operations (GAAP) | ||||||
(unaudited) | ||||||
Three Months Ended | ||||||
March 31, | ||||||
(in millions, except per unit amounts) |
2016 |
2015 | ||||
Operating Revenues |
||||||
Transportation revenues |
$ 307.8 |
$ 247.9 | ||||
Transportation revenues-affiliated |
- |
28.7 | ||||
Storage revenues |
49.9 |
36.6 | ||||
Storage revenues-affiliated |
- |
13.3 | ||||
Other revenues |
5.8 |
12.7 | ||||
Total Operating Revenues |
363.5 |
339.2 | ||||
Operating Expenses |
||||||
Operation and maintenance |
99.2 |
110.0 | ||||
Operation and maintenance-affiliated |
42.4 |
36.1 | ||||
Depreciation and amortization |
37.6 |
32.3 | ||||
Gain on sale of assets |
(2.6) |
(5.3) | ||||
Property and other taxes |
20.8 |
19.0 | ||||
Total Operating Expenses |
197.4 |
192.1 | ||||
Equity Earnings in Unconsolidated Affiliates |
15.8 |
14.9 | ||||
Operating Income |
181.9 |
162.0 | ||||
Other Income (Deductions) |
||||||
Interest expense |
(0.6) |
- | ||||
Interest expense-affiliated |
(7.2) |
(11.4) | ||||
Other, net |
6.1 |
4.3 | ||||
Total Other Deductions, net |
(1.7) |
(7.1) | ||||
Income before Income Taxes |
180.2 |
154.9 | ||||
Income Taxes |
- |
23.7 | ||||
Net Income |
180.2 |
131.2 | ||||
Less: Predecessor net income prior to IPO on February 11, 2015 |
- |
42.7 | ||||
Net income subsequent to IPO |
180.2 |
88.5 | ||||
Less: Net income attributable to noncontrolling interest in Columbia OpCo subsequent to IPO |
152.9 |
75.2 | ||||
Net income attributable to limited partners subsequent to IPO |
$ 27.3 |
$ 13.3 | ||||
Net income attributable to partners' ownership interest subsequent to IPO per limited partner unit (basic and diluted) |
||||||
Common units |
$ 0.25 |
$ 0.13 | ||||
Subordinated units |
0.25 |
0.13 | ||||
Weighted average limited partner units outstanding (basic and diluted) |
||||||
Common units |
53.8 |
53.8 | ||||
Subordinated units |
46.8 |
46.8 | ||||
Throughput (MMDth) |
||||||
Columbia Gas Transmission |
544.4 |
497.3 | ||||
Columbia Gulf |
153.0 |
145.7 | ||||
Total |
697.4 |
643.0 | ||||
Columbia Pipeline Partners LP | |||||||
Schedule 1 - Non-GAAP Reconciliation of Adjusted EBITDA and Distributable Cash Flow | |||||||
(unaudited) | |||||||
Three Months Ended | |||||||
March 31, | |||||||
(in millions) |
2016 |
2015 | |||||
Net Income |
$ 180.2 |
$ 131.2 | |||||
Add: |
|||||||
Interest expense |
0.6 |
- | |||||
Interest expense-affiliated |
7.2 |
11.4 | |||||
Income taxes |
- |
23.7 | |||||
Depreciation and amortization |
37.6 |
32.3 | |||||
Distributions of earnings received from equity investees |
18.9 |
18.3 | |||||
Less: |
|||||||
Equity earnings in unconsolidated affiliates |
15.8 |
14.9 | |||||
Other, net |
6.1 |
4.3 | |||||
Adjusted EBITDA |
$ 222.6 |
$ 197.7 | |||||
Less: |
|||||||
Adjusted EBITDA attributable to Predecessor prior to IPO |
- |
79.4 | |||||
Adjusted EBITDA attributable to noncontrolling interest in OpCo subsequent to IPO |
188.3 |
100.1 | |||||
Adjusted EBITDA attributable to Partnership subsequent to IPO |
$ 34.3 |
$ 18.2 | |||||
Net Cash Flows from Operating Activities |
$ 131.9 |
$ 173.7 | |||||
Interest expense |
0.6 |
- | |||||
Interest expense-affiliated |
7.2 |
11.4 | |||||
Current taxes |
- |
13.2 | |||||
Gain on sale of assets |
2.6 |
5.3 | |||||
Other adjustments to operating cash flows |
1.2 |
(8.2) | |||||
Changes in assets and liabilities |
79.1 |
2.3 | |||||
Adjusted EBITDA |
$ 222.6 |
$ 197.7 | |||||
Less: |
|||||||
Adjusted EBITDA attributable to Predecessor prior to IPO |
- |
79.4 | |||||
Adjusted EBITDA attributable to noncontrolling interest in OpCo subsequent to IPO |
188.3 |
100.1 | |||||
Adjusted EBITDA attributable to Partnership subsequent to IPO |
$ 34.3 |
$ 18.2 | |||||
Adjusted EBITDA |
$ 222.6 |
$ 197.7 | |||||
Less: |
|||||||
Interest expense |
7.8 |
11.4 | |||||
Maintenance capital expenditures |
14.9 |
18.5 | |||||
Separation maintenance capital expenditures |
- |
2.1 | |||||
Gain on sale of assets |
2.6 |
5.3 | |||||
Distributable cash flow attributable to Predecessor prior to IPO |
- |
67.8 | |||||
Distributable cash flow attributable to noncontrolling interest subsequent to IPO |
167.5 |
89.0 | |||||
Add: |
|||||||
Proceeds from sales of assets |
- |
10.2 | |||||
Interest income |
0.2 |
- | |||||
Capital costs related to Separation |
- |
2.1 | |||||
Distributable Cash Flow |
$ 30.0 |
$ 15.9 | |||||
Columbia Pipeline Partners LP | |||||||
Consolidated Balance Sheets (GAAP) | |||||||
(unaudited) | |||||||
March 31, |
December 31, | ||||||
(in millions) |
2016 |
2015 | |||||
ASSETS |
|||||||
Current Assets |
|||||||
Cash and cash equivalents |
$ 34.2 |
$ 78.9 | |||||
Accounts receivable (less reserve of $0.3 and $0.3, respectively) |
154.1 |
145.9 | |||||
Accounts receivable-affiliated |
122.6 |
149.4 | |||||
Materials and supplies, at average cost |
33.2 |
32.8 | |||||
Exchange gas receivable |
11.8 |
18.8 | |||||
Deferred property taxes |
54.2 |
52.0 | |||||
Prepayments and other |
31.0 |
33.8 | |||||
Total Current Assets |
441.1 |
511.6 | |||||
Investments |
|||||||
Unconsolidated affiliates |
436.2 |
437.1 | |||||
Other investments |
1.8 |
1.8 | |||||
Total Investments |
438.0 |
438.9 | |||||
Property, Plant and Equipment |
|||||||
Property, plant and equipment |
9,297.6 |
8,930.9 | |||||
Accumulated depreciation and amortization |
(2,994.0) |
(2,960.1) | |||||
Net Property, Plant and Equipment |
6,303.6 |
5,970.8 | |||||
Other Noncurrent Assets |
|||||||
Regulatory assets |
132.6 |
134.1 | |||||
Goodwill |
1,975.5 |
1,975.5 | |||||
Postretirement and postemployment benefits assets |
122.3 |
120.5 | |||||
Deferred charges and other |
10.9 |
10.6 | |||||
Total Other Noncurrent Assets |
2,241.3 |
2,240.7 | |||||
Total Assets |
$ 9,424.0 |
$ 9,162.0 | |||||
Columbia Pipeline Partners LP | |||||||
Consolidated Balance Sheets (GAAP) (continued) | |||||||
(unaudited) | |||||||
March 31, |
December 31, | ||||||
(in millions, except unit amounts) |
2016 |
2015 | |||||
LIABILITIES AND EQUITY |
|||||||
Current Liabilities |
|||||||
Short-term borrowings |
$ 15.0 |
$ 15.0 | |||||
Short-term borrowings-affiliated |
348.8 |
42.1 | |||||
Accounts payable |
46.2 |
49.9 | |||||
Accounts payable-affiliated |
22.6 |
86.3 | |||||
Customer deposits |
18.7 |
17.8 | |||||
Taxes accrued |
103.6 |
108.2 | |||||
Exchange gas payable |
11.7 |
18.2 | |||||
Deferred revenue |
10.5 |
15.0 | |||||
Accrued capital expenditures |
88.0 |
95.9 | |||||
Accrued compensation and related costs |
21.5 |
26.6 | |||||
Other accruals |
56.9 |
43.8 | |||||
Total Current Liabilities |
743.5 |
518.8 | |||||
Noncurrent Liabilities |
|||||||
Long-term debt-affiliated |
630.9 |
630.9 | |||||
Deferred income taxes |
1.0 |
1.0 | |||||
Accrued liability for postretirement and postemployment benefits |
35.8 |
36.1 | |||||
Regulatory liabilities |
291.9 |
309.7 | |||||
Asset retirement obligations |
24.7 |
25.3 | |||||
Other noncurrent liabilities |
65.8 |
63.5 | |||||
Total Noncurrent Liabilities |
1,050.1 |
1,066.5 | |||||
Total Liabilities |
1,793.6 |
1,585.3 | |||||
Commitments and Contingencies |
|||||||
Equity and Partners' Capital |
|||||||
Common unitholders-public (53,834,784 units issued and outstanding) |
963.4 |
958.5 | |||||
Subordinated unitholders-CEG (46,811,398 units issued and outstanding) |
308.3 |
304.0 | |||||
Accumulated other comprehensive loss |
(3.9) |
(4.0) | |||||
Total Columbia Pipeline Partners LP partners' equity and capital |
1,267.8 |
1,258.5 | |||||
Noncontrolling Interest in Columbia OpCo |
6,362.6 |
6,318.2 | |||||
Total Equity and Partners' Capital |
7,630.4 |
7,576.7 | |||||
Total Liabilities and Equity and Partners' Capital |
$ 9,424.0 |
$ 9,162.0 | |||||
Columbia Pipeline Partners LP | |||||||
Statements of Consolidated and Combined Cash Flows (GAAP) | |||||||
(unaudited) | |||||||
Three Months Ended March 31, (in millions) |
2016 |
2015 | |||||
Operating Activities |
|||||||
Net Income |
$ 180.2 |
$ 131.2 | |||||
Adjustments to Reconcile Net Income to Net Cash from Operating Activities: |
|||||||
Depreciation and amortization |
37.6 |
32.3 | |||||
Deferred income taxes and investment tax credits |
- |
10.5 | |||||
Deferred revenue |
(2.0) |
5.3 | |||||
Equity-based compensation expense and profit sharing contribution |
0.7 |
2.0 | |||||
Gain on sale of assets |
(2.6) |
(5.3) | |||||
Equity earnings in unconsolidated affiliates |
(15.8) |
(14.9) | |||||
Amortization of debt related costs |
0.1 |
0.1 | |||||
AFUDC equity |
(6.1) |
(3.5) | |||||
Distributions of earnings received from equity investees |
18.9 |
18.3 | |||||
Changes in Assets and Liabilities: |
|||||||
Accounts receivable |
(5.7) |
12.2 | |||||
Accounts receivable-affiliated |
1.8 |
15.1 | |||||
Accounts payable |
(11.3) |
(15.6) | |||||
Accounts payable-affiliated |
(65.7) |
(15.1) | |||||
Customer deposits |
0.9 |
0.6 | |||||
Taxes accrued |
(4.7) |
2.4 | |||||
Exchange gas receivable/payable |
0.6 |
- | |||||
Other accruals |
(5.3) |
(7.8) | |||||
Prepayments and other current assets |
8.1 |
2.9 | |||||
Regulatory assets/liabilities |
1.4 |
11.8 | |||||
Postretirement and postemployment benefits |
(0.1) |
(7.7) | |||||
Deferred charges and other noncurrent assets |
(2.1) |
(1.9) | |||||
Other noncurrent liabilities |
3.0 |
0.8 | |||||
Net Cash Flows from Operating Activities |
131.9 |
173.7 | |||||
Investing Activities |
|||||||
Capital expenditures |
(377.4) |
(163.9) | |||||
Change in short-term lendings-affiliated |
24.9 |
(699.6) | |||||
Proceeds from disposition of assets |
- |
10.2 | |||||
Contributions to equity investees |
(1.9) |
- | |||||
Distributions from equity investees |
0.2 |
1.3 | |||||
Other investing activities |
(2.0) |
(2.5) | |||||
Net Cash Flows used for Investing Activities |
(356.2) |
(854.5) | |||||
Financing Activities |
|||||||
Change in short-term borrowings-affiliated |
306.6 |
(240.4) | |||||
Payments of long-term debt-affiliated, including current portion |
- |
(957.8) | |||||
Proceeds from the issuance of common units, net of offering costs |
- |
1,168.4 | |||||
Distribution of IPO proceeds to parent |
- |
(500.0) | |||||
Contribution of capital from parent |
- |
1,217.3 | |||||
Quarterly distributions to unitholders |
(18.1) |
- | |||||
Distribution to noncontrolling interest in Columbia OpCo |
(108.9) |
- | |||||
Net Cash Flows from Financing Activities |
179.6 |
687.5 | |||||
Change in cash and cash equivalents |
(44.7) |
6.7 | |||||
Cash and cash equivalents at beginning of period |
78.9 |
0.5 | |||||
Cash and Cash Equivalents at End of Period |
$ 34.2 |
$ 7.2 | |||||
SOURCE Columbia Pipeline Partners LP
HOUSTON, May 3, 2016 /PRNewswire/ -- Columbia Pipeline Group, Inc. (NYSE: CPGX) ("CPG") reported net operating earnings from continuing operations - controlling interest (non-GAAP) of $91.3 million for the three months ended March 31, 2016, compared with $90.0 million for the prior-year period.
Operating earnings (non-GAAP) for the first quarter were $180.2 million compared with $162.7 million for the prior-year period. For the first quarter, Adjusted EBITDA (non-GAAP) was $223.8 million compared with $198.1 million for the prior-year period. Additionally, Distributable Cash Flow (non-GAAP) was $161.4 million for the first quarter compared with $150.4 million for the prior-year period. Please refer to Schedules 1 and 2 in the financial tables below for a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.
On a GAAP basis, CPG reported income from continuing operations - controlling interest for the three months ended March 31, 2016 of $72.0 million compared with $90.0 million for the prior-year period. Operating income for the first quarter was $151.7 million compared with $162.7 million for the prior-year period.
As previously announced, on March 17, 2016, CPG entered into an agreement and plan of merger to be acquired by a subsidiary of TransCanada Corporation (NYSE: TRP) ("TransCanada"). The acquisition is expected to close in the second half of 2016.
"This quarter's performance was strong by any measure," said CPG Chairman and Chief Executive Officer Robert C. Skaggs, Jr. "The CPG Team continues to maintain its singular focus on the execution of our business plan and on meeting all of our stakeholder commitments."
Skaggs also noted that CPG's growth and modernization investments continue to progress according to plan. Notable developments in the first quarter included (i) the approval by the Federal Energy Regulatory Commission (the "FERC") of a customer settlement to extend and expand Columbia Gas Transmission's modernization program for an additional three years through 2020; and (ii) CPG's filing of certificate applications with the FERC for its Mountaineer XPress and Gulf XPress projects. The projects involve a combined investment of $2.7 billion and are targeted to be placed in service during the fourth quarter of 2018.
Three Months Ended March 31, 2016 Operating Results
A comparison of operating results for the three months ended March 31, 2016 to the three months ended March 31, 2015 is summarized below.
Operating revenues, excluding the impact of trackers, increased by $34.6 million, primarily due to higher demand margin revenue from growth projects placed into service, partially offset by a decrease in mineral rights royalty revenue.
Operating expenses, excluding the impact of trackers, increased by $17.6 million, primarily due to higher depreciation and amortization, increased employee and administrative costs, higher outside service costs, increased property and other taxes and decreased gains on the conveyances of mineral interests. These variances were partially offset by decreased maintenance expenses.
Equity earnings increased by $0.5 million.
Other income (deductions) for the three months ended March 31, 2016 reduced income by $22.4 million compared with a reduction in income of $13.7 million in the same period in 2015. The variance was primarily due to an increase in interest expense resulting from the issuance of long-term debt in May 2015, partially offset by Allowance for Funds Used During Construction.
The effective tax rate of net operating earnings was 32.9% compared with 34.8% for the same period in 2015. The 1.9% decrease is primarily due to a full quarter of Columbia Pipeline Partners LP ("CPPL") earnings for which the noncontrolling public limited partners are directly responsible for the related income taxes.
Non-GAAP Financial Measures
Net Operating Earnings, Adjusted EBITDA and Distributable Cash Flow
We define Net Operating Earnings as net income adjusted for transactions that are considered unusual, infrequent or not representative of underlying trends. Examples of these transactions include impairments, costs associated with CPG's separation from NiSource Inc. (the "separation") and costs associated with CPG's proposed merger with TransCanada (the "proposed merger"). We define Adjusted EBITDA as net income before interest expense, income taxes, and depreciation and amortization, plus distributions of earnings received from equity investees, less equity earnings in unconsolidated affiliates and other, net. In addition, to the extent transactions occur that are considered unusual, infrequent or not representative of underlying trends, we will remove the effect of these items from Adjusted EBITDA. Examples of these transactions include impairments, costs associated with the separation and costs associated with the proposed merger. We define Distributable Cash Flow as Adjusted EBITDA less interest expense, maintenance capital expenditures, gain on sale of assets, net cash paid for taxes and distributions to public unitholders plus proceeds from sale of assets, interest income, capital costs related to the separation and any other known differences between cash and income.
Net Operating Earnings, Adjusted EBITDA and Distributable Cash Flow are non-GAAP supplemental financial measures that management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
We believe that the presentations of Net Operating Earnings, Adjusted EBITDA and Distributable Cash Flow will provide useful information to investors in assessing our financial condition and results of operations. The GAAP measure most directly comparable to Net Operating Earnings is Net Income. The GAAP measures most directly comparable to Adjusted EBITDA and Distributable Cash Flow are Net Income and Net Cash Flows from Operating Activities. Our non-GAAP financial measures of Net Operating Earnings, Adjusted EBITDA and Distributable Cash Flow should not be considered as an alternative to GAAP net income or net cash flows from operating activities. Net Operating Earnings, Adjusted EBITDA and Distributable Cash Flow have important limitations as analytical tools because they exclude some but not all items that affect net income and net cash flows from operating activities. You should not consider Net Operating Earnings, Adjusted EBITDA or Distributable Cash Flow in isolation or as a substitute for analysis of our results as reported under GAAP. Because Net Operating Earnings, Adjusted EBITDA or Distributable Cash Flow may be defined differently by other companies in our industry, our definitions of Net Operating Earnings, Adjusted EBITDA or Distributable Cash Flow may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.
About Columbia Pipeline Group, Inc.
Columbia Pipeline Group, Inc. operates approximately 15,000 miles of strategically located interstate pipeline, gathering and processing assets extending from New York to the Gulf of Mexico, including an extensive footprint in the Marcellus and Utica shale production areas. Columbia Pipeline Group, Inc. also operates one of the nation's largest underground natural gas storage systems. Columbia Pipeline Group, Inc. is listed on the NYSE under the ticker symbol CPGX. Additional information can be found at www.cpg.com.
Forward-Looking Statements
Certain statements in this release may constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Private Securities Litigation Reform Act of 1995 concerning CPG and the proposed merger with TransCanada. Forward-looking statements are statements other than historical facts and that frequently use words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "plan," "position," "should," "strategy," "target," "will" and similar words. All such forward-looking statements speak only as of the date of this release. Although CPG believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved and such statements are subject to various risks and uncertainties. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecasted in such statements and readers are cautioned not to place undue reliance on such statements. CPG's business may be influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond CPG's control. These factors include, but are not limited to, the occurrence of any event, change or other circumstance that could give rise to termination of the merger agreement with TransCanada; the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the merger; risks related to disruption of management's attention from CPG's ongoing business operations due to the pending merger; the impact of the announcement of the proposed merger on relationships with third parties, including commercial counterparties, employees and competitors, and risks associated with the loss and ongoing replacement of key personnel; risks relating to unanticipated costs of integration in connection with the proposed merger, including operating costs, customer loss or business disruption being greater than expected; 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; the availability and price of natural gas to the consumer compared with 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, acts of war and terrorism 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; and the effects of future litigation, including litigation relating to the proposed merger with TransCanada. We caution that the foregoing list of factors is not exhaustive. Additional information about these and other factors can be found in CPG's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") for the fiscal year ended December 31, 2015, as amended, and CPG's other filings with the SEC, which are available at http://www.sec.gov. All forward-looking statements included in this press release are expressly qualified in their entirety by such cautionary statements. CPG expressly disclaims any obligation to update, amend or clarify any forward-looking statement to reflect events, new information or circumstances occurring after the date of this release except as required by applicable law.
Additional Information and Where to Find It
This release may be deemed to be solicitation material in respect of the proposed acquisition of CPG by TransCanada. In connection with the proposed merger transaction, CPG filed a preliminary proxy statement with the SEC on April 8, 2016, and intends to file other relevant documents with the SEC, including a proxy statement in definitive form (which CPG expects to commence disseminating to stockholders on or about May 18, 2016). BEFORE MAKING ANY VOTING DECISION, CPG'S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Investors and security holders will be able to obtain, free of charge, a copy of the definitive proxy statement (when available) and other relevant documents filed with the SEC from the SEC's website at http://www.sec.gov. In addition, the proxy statement and CPG's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act will be available free of charge through CPG's website at https://www.cpg.com/ as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.
Participants in Solicitation
CPG and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of CPG common stock in respect of the proposed merger. Information about the directors and executive officers of CPG can be found in CPG's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on February 18, 2016, as amended by Amendment No. 1 thereto on Form 10-K/A, filed with the SEC on April 7, 2016. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the merger, which may be different than those of CPG's stockholders generally, will be contained in the proxy statement and other relevant materials that will be filed with the SEC in connection with the proposed merger when they become available.
Columbia Pipeline Group, Inc. | ||||||||
Consolidated Net Operating Earnings (Non-GAAP) | ||||||||
(unaudited) | ||||||||
Three Months Ended |
||||||||
March 31, |
||||||||
(in millions, except per share amounts) |
2016 |
2015 |
||||||
Operating Revenues |
||||||||
Transportation revenues |
$ 275.2 |
$ 207.5 |
||||||
Transportation revenues-affiliated |
- |
26.6 |
||||||
Transportation revenues-trackers |
33.3 |
43.3 |
||||||
Storage revenues |
49.7 |
36.4 |
||||||
Storage revenues-affiliated |
- |
13.2 |
||||||
Storage revenues-trackers |
0.2 |
0.3 |
||||||
Other revenues |
6.1 |
12.7 |
||||||
Total Operating Revenues |
364.5 |
340.0 |
||||||
Operating Expenses |
||||||||
Operation and maintenance |
107.1 |
74.8 |
||||||
Operation and maintenance-affiliated |
- |
28.0 |
||||||
Operation and maintenance-trackers |
33.5 |
43.6 |
||||||
Depreciation and amortization |
40.4 |
32.5 |
||||||
Gain on sale of assets |
(2.6) |
(5.3) |
||||||
Property and other taxes |
21.8 |
19.1 |
||||||
Total Operating Expenses |
200.2 |
192.7 |
||||||
Equity Earnings in Unconsolidated Affiliates |
15.9 |
15.4 |
||||||
Operating Earnings |
180.2 |
162.7 |
||||||
Other Income (Deductions) |
||||||||
Interest expense |
(29.4) |
- |
||||||
Interest expense-affiliated |
- |
(18.3) |
||||||
Other, net |
7.0 |
4.6 |
||||||
Total Other Deductions, net |
(22.4) |
(13.7) |
||||||
Operating Earnings from Continuing Operations before Income Taxes |
157.8 |
149.0 |
||||||
Income Taxes |
51.9 |
51.9 |
||||||
Net Operating Earnings from Continuing Operations |
105.9 |
97.1 |
||||||
Less: Net Operating Earnings from Continuing Operations - Noncontrolling Interest |
14.6 |
7.1 |
||||||
Net Operating Earnings from Continuing Operations - Controlling Interest |
91.3 |
90.0 |
||||||
GAAP Adjustment |
(19.3) |
- |
||||||
GAAP Income from Continuing Operations - Controlling Interest |
$ 72.0 |
$ 90.0 |
||||||
Basic Net Operating Earnings Per Share from Continuing Operations |
$ 0.23 |
$ 0.28 |
||||||
GAAP Basic Earnings Per Share from Continuing Operations |
$ 0.18 |
$ 0.28 |
||||||
Basic Average Common Shares Outstanding |
400.3 |
317.6 |
||||||
Throughput (MMDth) |
||||||||
Columbia Gas Transmission |
544.4 |
497.3 |
||||||
Columbia Gulf |
153.0 |
145.7 |
||||||
Crossroads |
4.6 |
5.1 |
||||||
Total |
702.0 |
648.1 |
||||||
Columbia Pipeline Group, Inc. | ||||||||
Schedule 1 - Reconciliation of Net Operating Earnings to GAAP | ||||||||
(unaudited) | ||||||||
Three Months Ended |
||||||||
March 31, |
||||||||
(in millions) |
2016 |
2015 |
||||||
Net Operating Earnings from Continuing Operations - Controlling Interest |
$ 91.3 |
$ 90.0 |
||||||
Items excluded from operating earnings |
||||||||
Operating Expenses: |
||||||||
Separation costs |
(17.6) |
- |
||||||
Merger costs |
(10.9) |
- |
||||||
Total items excluded from operating earnings |
(28.5) |
- |
||||||
Other Deductions: |
||||||||
Income taxes - discrete items |
(1.2) |
- |
||||||
Tax effect of above items |
10.4 |
- |
||||||
Total items excluded from net operating earnings |
(19.3) |
- |
||||||
GAAP Income from Continuing Operations - Controlling Interest |
$ 72.0 |
$ 90.0 |
||||||
Columbia Pipeline Group, Inc. | ||||||||
Schedule 2 - Non-GAAP Reconciliation of Adjusted EBITDA and Distributable Cash Flow | ||||||||
(unaudited) | ||||||||
Three Months Ended |
||||||||
March 31, |
||||||||
(in millions) |
2016 |
2015 |
||||||
Net Income |
$ 86.8 |
$ 97.1 |
||||||
Add: |
||||||||
Interest expense |
29.4 |
- |
||||||
Interest expense-affiliated |
- |
18.3 |
||||||
Income taxes |
42.7 |
51.9 |
||||||
Depreciation and amortization |
40.4 |
32.5 |
||||||
Separation costs |
17.6 |
- |
||||||
Merger costs |
10.9 |
- |
||||||
Distributions of earnings received from equity investees |
18.9 |
18.3 |
||||||
Less: |
||||||||
Equity earnings in unconsolidated affiliates |
15.9 |
15.4 |
||||||
Other, net |
7.0 |
4.6 |
||||||
Adjusted EBITDA |
$ 223.8 |
$ 198.1 |
||||||
Less: |
||||||||
Adjusted EBITDA attributable to noncontrolling interest |
18.4 |
9.7 |
||||||
Adjusted EBITDA attributable to CPG |
$ 205.4 |
$ 188.4 |
||||||
Net Cash Flows from Operating Activities |
$ 170.3 |
$ 163.8 |
||||||
Interest expense |
29.4 |
- |
||||||
Interest expense-affiliated |
- |
18.3 |
||||||
Current taxes |
2.1 |
15.8 |
||||||
Gain on sale of assets |
2.6 |
5.3 |
||||||
Other adjustments to operating cash flows |
22.4 |
(8.5) |
||||||
Changes in assets and liabilities |
(3.0) |
3.4 |
||||||
Adjusted EBITDA |
$ 223.8 |
$ 198.1 |
||||||
Less: |
||||||||
Adjusted EBITDA attributable to noncontrolling interest |
18.4 |
9.7 |
||||||
Adjusted EBITDA attributable to CPG |
$ 205.4 |
$ 188.4 |
||||||
Adjusted EBITDA |
$ 223.8 |
$ 198.1 |
||||||
Less: |
||||||||
Interest expense |
29.4 |
18.3 |
||||||
Maintenance capital expenditures |
19.5 |
18.5 |
||||||
Separation maintenance capital expenditures |
3.4 |
2.1 |
||||||
Gain on sale of assets |
2.6 |
5.3 |
||||||
Net cash paid for taxes |
2.1 |
15.8 |
||||||
Distributions to public unitholders |
9.7 |
- |
||||||
Add: |
||||||||
Proceeds from sales of assets |
- |
10.2 |
||||||
Interest income |
0.9 |
- |
||||||
Capital costs related to Separation |
3.4 |
2.1 |
||||||
Distributable Cash Flow |
$ 161.4 |
$ 150.4 |
||||||
Columbia Pipeline Group, Inc. |
|||||||
Statements of Consolidated Operations (GAAP) |
|||||||
(unaudited) | |||||||
Three Months Ended |
|||||||
March 31, |
|||||||
(in millions, except per share amounts) |
2016 |
2015 |
|||||
Operating Revenues |
|||||||
Transportation revenues |
$ 308.5 |
$ 248.4 |
|||||
Transportation revenues-affiliated |
- |
29.0 |
|||||
Storage revenues |
49.9 |
36.6 |
|||||
Storage revenues-affiliated |
- |
13.3 |
|||||
Other revenues |
6.1 |
12.7 |
|||||
Total Operating Revenues |
364.5 |
340.0 |
|||||
Operating Expenses |
|||||||
Operation and maintenance |
169.1 |
118.4 |
|||||
Operation and maintenance-affiliated |
- |
28.0 |
|||||
Depreciation and amortization |
40.4 |
32.5 |
|||||
Gain on sale of assets |
(2.6) |
(5.3) |
|||||
Property and other taxes |
21.8 |
19.1 |
|||||
Total Operating Expenses |
228.7 |
192.7 |
|||||
Equity Earnings in Unconsolidated Affiliates |
15.9 |
15.4 |
|||||
Operating Income |
151.7 |
162.7 |
|||||
Other Income (Deductions) |
|||||||
Interest expense |
(29.4) |
- |
|||||
Interest expense-affiliated |
- |
(18.3) |
|||||
Other, net |
7.0 |
4.6 |
|||||
Total Other Deductions, net |
(22.4) |
(13.7) |
|||||
Income from Continuing Operations before Income Taxes |
129.3 |
149.0 |
|||||
Income Taxes |
42.7 |
51.9 |
|||||
Income from Continuing Operations |
86.6 |
97.1 |
|||||
Income from Discontinued Operations-net of taxes |
0.2 |
- |
|||||
Net Income |
86.8 |
97.1 |
|||||
Less: Net income attributable to noncontrolling interest |
14.6 |
7.1 |
|||||
Net income attributable to CPG |
$ 72.2 |
$ 90.0 |
|||||
Amounts attributable to CPG: |
|||||||
Income from continuing operations |
$ 72.0 |
$ 90.0 |
|||||
Income from discontinued operations-net of taxes |
0.2 |
- |
|||||
Net income attributable to CPG |
$ 72.2 |
$ 90.0 |
|||||
Basic Earnings Per Share |
|||||||
Continuing Operations |
$ 0.18 |
$ 0.28 |
|||||
Discontinued Operations |
- |
- |
|||||
Basic Earnings Per Share |
$ 0.18 |
$ 0.28 |
|||||
Diluted Earnings Per Share |
|||||||
Continuing Operations |
$ 0.18 |
$ 0.28 |
|||||
Discontinued Operations |
- |
- |
|||||
Diluted Earnings Per Share |
$ 0.18 |
$ 0.28 |
|||||
Basic Average Common Shares Outstanding |
400.3 |
317.6 |
|||||
Diluted Average Common Shares |
400.7 |
317.6 |
|||||
Dividends Declared Per Common Share |
$ 0.26 |
$ - |
|||||
Columbia Pipeline Group, Inc. | |||||||
Consolidated Balance Sheets (GAAP) | |||||||
(unaudited) | |||||||
March 31, |
December 31, | ||||||
(in millions) |
2016 |
2015 | |||||
ASSETS |
|||||||
Current Assets |
|||||||
Cash and cash equivalents |
$ 640.9 |
$ 930.9 | |||||
Accounts receivable (less reserve of $0.3 and $0.6, respectively) |
161.5 |
152.4 | |||||
Materials and supplies, at average cost |
33.2 |
32.8 | |||||
Exchange gas receivable |
12.0 |
19.0 | |||||
Deferred property taxes |
54.2 |
52.0 | |||||
Prepayments and other |
46.5 |
48.5 | |||||
Total Current Assets |
948.3 |
1,235.6 | |||||
Investments |
|||||||
Unconsolidated affiliates |
437.3 |
438.1 | |||||
Other investments |
13.8 |
13.8 | |||||
Total Investments |
451.1 |
451.9 | |||||
Property, Plant and Equipment |
|||||||
Property, plant and equipment |
9,426.0 |
9,052.3 | |||||
Accumulated depreciation and amortization |
(3,025.1) |
(2,988.6) | |||||
Net Property, Plant and Equipment |
6,400.9 |
6,063.7 | |||||
Other Noncurrent Assets |
|||||||
Regulatory assets |
182.2 |
177.7 | |||||
Goodwill |
1,975.5 |
1,975.5 | |||||
Postretirement and postemployment benefits assets |
117.7 |
115.7 | |||||
Deferred charges and others |
15.4 |
15.5 | |||||
Total Other Noncurrent Assets |
2,290.8 |
2,284.4 | |||||
Total Assets |
$ 10,091.1 |
$ 10,035.6 | |||||
Columbia Pipeline Group, Inc. | |||||||
Consolidated Balance Sheets (GAAP) (continued) | |||||||
(unaudited) | |||||||
March 31, |
December 31, | ||||||
(in millions, except share amounts) |
2016 |
2015 | |||||
LIABILITIES AND EQUITY |
|||||||
Current Liabilities |
|||||||
Short-term borrowings |
$ 15.0 |
$ 15.0 | |||||
Accounts payable |
58.7 |
56.8 | |||||
Dividends payable |
53.6 |
- | |||||
Customer deposits |
18.8 |
17.9 | |||||
Taxes accrued |
101.0 |
106.0 | |||||
Interest accrued |
37.2 |
9.5 | |||||
Exchange gas payable |
12.1 |
18.6 | |||||
Deferred revenue |
10.5 |
15.0 | |||||
Accrued capital expenditures |
88.7 |
100.1 | |||||
Accrued compensation and related costs |
28.5 |
51.9 | |||||
Other accruals |
89.9 |
70.0 | |||||
Total Current Liabilities |
514.0 |
460.8 | |||||
Noncurrent Liabilities |
|||||||
Long-term debt |
2,725.9 |
2,725.6 | |||||
Deferred income taxes |
1,395.3 |
1,348.1 | |||||
Accrued liability for postretirement and postemployment benefits |
48.9 |
49.4 | |||||
Regulatory liabilities |
303.6 |
321.6 | |||||
Asset retirement obligations |
25.1 |
25.7 | |||||
Other noncurrent liabilities |
94.4 |
91.4 | |||||
Total Noncurrent Liabilities |
4,593.2 |
4,561.8 | |||||
Total Liabilities |
5,107.2 |
5,022.6 | |||||
Commitments and Contingencies |
|||||||
Equity |
|||||||
Common stock, $0.01 par value, 2,000,000,000 shares authorized; 400,383,243 and 399,841,350 shares outstanding, respectively |
4.0 |
4.0 | |||||
Additional paid-in capital |
4,037.1 |
4,032.7 | |||||
Retained earnings |
14.0 |
46.9 | |||||
Treasury stock |
(6.0) |
- | |||||
Accumulated other comprehensive loss |
(26.6) |
(27.0) | |||||
Total CPG Equity |
4,022.5 |
4,056.6 | |||||
Noncontrolling Interest |
961.4 |
956.4 | |||||
Total Equity |
4,983.9 |
5,013.0 | |||||
Total Liabilities and Equity |
$ 10,091.1 |
$ 10,035.6 | |||||
Columbia Pipeline Group, Inc. | |||||||
Statements of Consolidated Cash Flows (GAAP) | |||||||
(unaudited) | |||||||
Three Months Ended March 31, (in millions) |
2016 |
2015 | |||||
Operating Activities |
|||||||
Net Income |
$ 86.8 |
$ 97.1 | |||||
Adjustments to Reconcile Net Income to Net Cash from Continuing Operations: |
|||||||
Depreciation and amortization |
40.4 |
32.5 | |||||
Deferred income taxes and investment tax credits |
40.6 |
36.1 | |||||
Deferred revenue |
(2.0) |
5.3 | |||||
Equity-based compensation expense and profit sharing contribution |
6.2 |
2.1 | |||||
Gain on sale of assets |
(2.6) |
(5.3) | |||||
Equity earnings in unconsolidated affiliates |
(15.9) |
(15.4) | |||||
Income from discontinued operations-net of taxes |
(0.2) |
- | |||||
Amortization of debt related costs |
1.3 |
- | |||||
AFUDC equity |
(6.1) |
(3.5) | |||||
Distributions of earnings received from equity investees |
18.9 |
18.3 | |||||
Changes in Assets and Liabilities: |
|||||||
Accounts receivable |
(6.6) |
12.2 | |||||
Accounts receivable-affiliated |
- |
15.2 | |||||
Accounts payable |
(4.4) |
(15.6) | |||||
Accounts payable-affiliated |
- |
(8.6) | |||||
Customer deposits |
0.9 |
0.6 | |||||
Taxes accrued |
(5.0) |
(8.8) | |||||
Interest accrued |
27.7 |
- | |||||
Exchange gas receivable/payable |
0.5 |
(0.1) | |||||
Other accruals |
(19.3) |
(9.1) | |||||
Prepayments and other current assets |
7.1 |
2.7 | |||||
Regulatory assets/liabilities |
1.5 |
15.3 | |||||
Postretirement and postemployment benefits |
(0.1) |
(8.7) | |||||
Deferred charges and other noncurrent assets |
(2.3) |
(0.2) | |||||
Other noncurrent liabilities |
2.6 |
1.7 | |||||
Net Operating Activities from Continuing Operations |
170.0 |
163.8 | |||||
Net Operating Activities from Discontinued Operations |
0.3 |
- | |||||
Net Cash Flows from Operating Activities |
170.3 |
163.8 | |||||
Investing Activities |
|||||||
Capital expenditures |
(388.9) |
(163.9) | |||||
Change in short-term lendings-affiliated |
- |
(698.0) | |||||
Proceeds from disposition of assets |
- |
10.2 | |||||
Contributions to equity investees |
(1.9) |
- | |||||
Distributions from equity investees |
0.2 |
1.3 | |||||
Other investing activities |
(2.0) |
(2.4) | |||||
Net Cash Flows used for Investing Activities |
(392.6) |
(852.8) | |||||
Financing Activities |
|||||||
Change in short-term borrowings-affiliated |
- |
(232.1) | |||||
Debt related costs |
(0.5) |
- | |||||
Issuance of long-term debt-affiliated |
- |
1,217.3 | |||||
Payments of long-term debt-affiliated, including current portion |
- |
(957.8) | |||||
Proceeds from the issuance of common units, net of offering costs |
- |
1,168.4 | |||||
Distribution of IPO proceeds to parent |
- |
(500.0) | |||||
Distribution to noncontrolling interest |
(9.7) |
- | |||||
Acquisition of treasury stock |
(6.0) |
- | |||||
Dividends paid - common stock |
(51.5) |
- | |||||
Net Cash Flows (used for) from Financing Activities |
(67.7) |
695.8 | |||||
Change in cash and cash equivalents |
(290.0) |
6.8 | |||||
Cash and cash equivalents at beginning of period |
930.9 |
0.5 | |||||
Cash and Cash Equivalents at End of Period |
$ 640.9 |
$ 7.3 | |||||
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SOURCE Columbia Pipeline Group, Inc.
HOUSTON, April 28, 2016 /PRNewswire/ -- Columbia Pipeline Group, Inc. (NYSE: CPGX) ("CPG") and Columbia Pipeline Partners LP (NYSE: CPPL) ("CPPL") will each release first quarter 2016 earnings before U.S. financial markets open on May 3, 2016.
Neither CPG nor CPPL will be hosting an investor conference call to review first quarter financial results.
About Columbia Pipeline Group, Inc.
Columbia Pipeline Group, Inc. operates approximately 15,000 miles of strategically located interstate pipeline, gathering and processing assets extending from New York to the Gulf of Mexico, including an extensive footprint in the Marcellus and Utica Shale production areas. Columbia Pipeline Group also operates one of the nation's largest underground natural gas storage systems. Columbia Pipeline Group is listed on the NYSE under the ticker symbol CPGX. Additional information can be found at www.cpg.com.
About Columbia Pipeline Partners LP
Columbia Pipeline Partners LP, based in Houston, Texas, is a fee-based, growth-oriented master limited partnership formed to own, operate and develop a growing portfolio of natural gas pipelines, storage and related midstream assets.
Columbia Pipeline Partners' business and operations are conducted through CPG OpCo LP and its subsidiaries, which own and operate substantially all of the natural gas transmission, storage and midstream assets of Columbia Pipeline Group, Inc. Columbia Pipeline Group operates approximately 15,000 miles of strategically located interstate pipelines extending from New York to the Gulf of Mexico, one of the nation's largest underground natural gas storage systems, and a growing portfolio of related gathering and processing assets. The majority of its assets overlay the Marcellus and Utica Shale production areas. Additional information can be found at www.columbiapipelinepartners.com and www.cpg.com.
SOURCE Columbia Pipeline Group, Inc.
HOUSTON, April 20, 2016 /PRNewswire/ -- Columbia Pipeline Group, Inc. (NYSE: CPGX) ("CPG") today announced it has set a date for a special meeting of its stockholders to consider and vote on a proposal to adopt the previously announced merger agreement, dated as of March 17, 2016, which provides for the acquisition of CPG by TransCanada Corporation (TSX: TRP) (NYSE: TRP), as well as certain other related matters. The special meeting will be held on June 22, 2016 at 9 a.m., local time, at The St. Regis Houston Hotel, 1919 Briar Oaks Lane, Houston, TX 77027.
CPG stockholders of record as of the close of business on May 18, 2016 are entitled to notice of, and to vote at, the special meeting.
CPG expects to commence a mailing of the definitive proxy statement in connection with the special meeting to its stockholders on or around May 18, 2016. The proxy statement will provide information for CPG stockholders, as well as instructions for the stockholders on how to vote their shares of CPG common stock.
The proposed acquisition is subject to approval by CPG's stockholders, regulatory approval and certain other customary closing conditions.
About Columbia Pipeline Group, Inc.
Columbia Pipeline Group, Inc. operates approximately 15,000 miles of strategically located interstate pipeline, gathering and processing assets extending from New York to the Gulf of Mexico, including an extensive footprint in the Marcellus and Utica shale production areas. CPG also operates one of the nation's largest underground natural gas storage systems. CPG is listed on the NYSE under the ticker symbol CPGX.
Forward-Looking Statements
Certain statements in this release may constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Private Securities Litigation Reform Act of 1995 concerning CPG and the proposed merger with TransCanada. Forward-looking statements are statements other than historical facts and that frequently use words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "plan," "position," "should," "strategy," "target," "will" and similar words. All such forward-looking statements speak only as of the date of this release. Although CPG believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved and such statements are subject to various risks and uncertainties. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecasted in such statements and readers are cautioned not to place undue reliance on such statements. CPG's business may be influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond CPG's control. These factors include, but are not limited to, the occurrence of any event, change or other circumstance that could give rise to termination of the merger agreement with TransCanada; the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the merger; risks related to disruption of management's attention from CPG's ongoing business operations due to the pending merger; the impact of the announcement of the proposed merger on relationships with third parties, including commercial counterparties, employees and competitors, and risks associated with the loss and ongoing replacement of key personnel; risks relating to unanticipated costs of integration in connection with the proposed merger, including operating costs, customer loss or business disruption being greater than expected; 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; the availability and price of natural gas to the consumer compared with 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, acts of war and terrorism 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; and the effects of future litigation, including litigation relating to the proposed merger with TransCanada. We caution that the foregoing list of factors is not exhaustive. Additional information about these and other factors can be found in CPG's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") for the fiscal year ended December 31, 2015, as amended, and CPG's other filings with the SEC, which are available at http://www.sec.gov. All forward-looking statements included in this press release are expressly qualified in their entirety by such cautionary statements. CPG expressly disclaims any obligation to update, amend or clarify any forward-looking statement to reflect events, new information or circumstances occurring after the date of this release except as required by applicable law.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition of CPG by TransCanada. In connection with the proposed merger transaction, CPG filed a preliminary proxy statement with the SEC on April 8, 2016, and intends to file other relevant documents with the SEC, including a proxy statement in definitive form (which CPG expects to commence disseminating to stockholders on or about May 18, 2016). Before making any voting decision, CPG's stockholders are urged to read the DEFINITIVE proxy statement and any other documents to be filed with the SEC in connection with the proposed merger or incorporated by reference in the proxy statement WHEN THEY BECOME AVAILABLE because they will contain important information about the proposed merger.
Investors and security holders will be able to obtain, free of charge, a copy of the definitive proxy statement (when available) and other relevant documents filed with the SEC from the SEC's website at http://www.sec.gov. In addition, the proxy statement and CPG's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act will be available free of charge through CPG's website at https://www.cpg.com/ as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.
Participants in Solicitation
CPG and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of CPG common stock in respect of the proposed merger. Information about the directors and executive officers of CPG can be found in CPG's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on February 18, 2016, as amended by Amendment No. 1 thereto on Form 10-K/A, filed with the SEC on April 7, 2016. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the merger, which may be different than those of CPG's stockholders generally, will be contained in the proxy statement other relevant materials that will be filed with the SEC in connection with the proposed merger when they become available.
SOURCE Columbia Pipeline Group, Inc.
HOUSTON, April 14, 2016 /PRNewswire/ -- Columbia Pipeline Group, Inc. (NYSE: CPGX) ("CPG" or the "Company") today announced the commencement of an offer to exchange (the "Exchange Offer") up to $2,750,000,000 aggregate principal amount of the Company's outstanding unregistered senior unsecured notes, consisting of its unregistered 2.45% senior unsecured notes due 2018, 3.30% senior unsecured notes due 2020, 4.50% senior unsecured notes due 2025 and 5.80% senior unsecured notes due 2045 (collectively, the "Original Notes") for a like amount of the relevant series of notes (the "Exchange Notes") that have been registered under the Securities Act of 1933, as amended (the "Securities Act"). The terms of the Exchange Notes are substantially identical to the relevant series of Original Notes except the Exchange Notes are registered under the Securities Act and the transfer restrictions and registration rights, and related special interest provisions, applicable to the Original Notes will not apply to the Exchange Notes.
The Exchange Offer will expire at 5:00 p.m., New York City Time, on May 12, 2016, unless further extended or terminated by the Company.
This press release is for informational purposes only and is not an offer to buy or sell or the solicitation of an offer to buy or sell any of the securities described herein, nor shall there be any offer, solicitation or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. A registration statement on Form S-4 relating to the Exchange Offer was declared effective by the Securities and Exchange Commission on April 14, 2016. The Exchange Offer is being made only pursuant to the Company's prospectus dated April 14, 2016, which has been filed with the United States Securities and Exchange Commission.
About Columbia Pipeline Group, Inc.
Columbia Pipeline Group, Inc. operates approximately 15,000 miles of strategically located interstate pipeline, gathering and processing assets extending from New York to the Gulf of Mexico, including an extensive footprint in the Marcellus and Utica shale production areas. Columbia Pipeline Group, Inc. also operates one of the nation's largest underground natural gas storage systems. Columbia Pipeline Group, Inc. is listed on the NYSE under the ticker symbol CPGX. Additional information can be found at: www.cpg.com.
Forward-Looking Statements
This release includes "forward-looking statements" within the meaning of federal securities laws, which are statements other than historical facts and that frequently use words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "plan," "position," "should," "strategy," "target," "will" and similar words. All forward-looking statements speak only as of the date of this release. Although CPG believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecasted in such statements. This release contains certain forward-looking statements that are based on current plans and expectations and are subject to various risks and uncertainties. CPG's business may be influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond CPG's control. These factors include, but are not limited to, 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; 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; and the effects of future litigation. For a full discussion of these risks and uncertainties, please refer to the "Risk Factors" section of CPG's Annual Report on Form 10-K for the year ended December 31, 2015, as amended, and CPG's other filings with the Securities and Exchange Commission, which are available at http://www.sec.gov. All forward-looking statements included in this press release are expressly qualified in their entirety by such cautionary statements. CPG expressly disclaims any obligation to update, amend or clarify any forward-looking statement to reflect events, new information or circumstances occurring after the date of this press release except as required by applicable law.
SOURCE Columbia Pipeline Group, Inc.
HOUSTON, March 22, 2016 /PRNewswire/ -- The Board of Directors of Columbia Pipeline Group, Inc. (NYSE: CPGX) today approved a quarterly dividend payment of 13.375 cents per share, payable May 20, 2016, to common stockholders of record at the close of business April 29, 2016. This represents an approximately 3.9 percent increase over the prior quarter's dividend of 12.875 cents per share.
About Columbia Pipeline Group, Inc.
Columbia Pipeline Group, Inc. operates approximately 15,000 miles of strategically located interstate pipeline, gathering and processing assets extending from New York to the Gulf of Mexico, including an extensive footprint in the Marcellus and Utica Shale production areas. Columbia Pipeline Group also operates one of the nation's largest underground natural gas storage systems. Columbia Pipeline Group is listed on the NYSE under the ticker symbol CPGX. Additional information can be found at www.cpg.com.
Forward Looking Statements
This release may include "forward-looking statements" within the meaning of federal securities laws. Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the CPG's control. All statements, other than historical facts included in this release, are forward-looking statements. All forward-looking statements speak only as of the date of this release. Although CPG believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements.
CPG's business may be influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond the CPG's control. These factors include, but are not limited to, changes to business plans as circumstances warrant. For a full discussion of these risks and uncertainties, please refer to the "Risk Factors" section of CPG's Annual Report on Form 10-K for the year ended December 31, 2015.
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SOURCE Columbia Pipeline Group, Inc.
HOUSTON, March 17, 2016 /PRNewswire/ -- Columbia Pipeline Group, Inc. ("CPG") (NYSE: CPGX) today announced that it has entered into a definitive agreement to be acquired by TransCanada Corporation ("TransCanada") (TSX, NYSE: TRP) for $25.50 per share in cash. Including the assumption of CPG debt, the total enterprise value of the transaction is approximately $13 billion. The agreement, which has been unanimously approved by CPG's Board of Directors, represents a premium of approximately 32% to the volume weighted average price over the last 30 days.
"This transaction delivers tremendous value to our shareholders and places CPG within a leading energy platform that can maximize the value of our strategic positioning and deep inventory of transformational growth projects," said CPG Chairman and Chief Executive Officer Robert C. Skaggs, Jr. "The value presented here is a strong endorsement of our team's outstanding work. I am confident that this newly enhanced business will continue to deliver on our core commitments to customers, employees, stakeholders and stockholders."
"This transaction is truly transformational for TransCanada," said Russ Girling, President and CEO of TransCanada. "CPG's interstate pipeline and midstream assets sit directly on top of the fastest growing areas of the Marcellus and Utica Shale regions. This provides us with a complementary asset base, a substantial growth pipeline network and a broad team that has a solid track record of executing on projects and delivering results."
Transaction Details
The transaction is expected to close in the second half of 2016, subject to customary closing conditions, including receipt of regulatory approvals. The transaction requires the affirmative vote of holders of a majority of CPG's outstanding shares.
TransCanada has senior unsecured bridge credit facilities in place for up to US $10.3 billion with a syndicate of lenders.
Following completion of the transaction, TransCanada will own the general partner of Columbia Pipeline Partners LP (NYSE: CPPL) ("CPPL"), all of CPPL's incentive distribution rights and all of CPPL's subordinated units, which represent a 46.5% limited partnership interest in CPPL. Upon closing of the transaction, CPPL will remain a publicly traded partnership. Additional detail on the transaction can be found on the TransCanada website at www.transcanada.com.
Goldman, Sachs & Co. and Lazard acted as financial advisors to CPG. Sullivan & Cromwell LLP and Bennett Jones LLP acted as legal counsel to CPG.
Investor Conference Call to be Held Today
TransCanada will hold a brief teleconference and webcast today - Thursday, March 17, 2016 - to discuss this transaction. Russ Girling, TransCanada's President and Chief Executive Officer, and Don Marchand, Executive Vice-President, Corporate Development and Chief Financial Officer will take part in the call at 2:45 p.m. (MST) / 4:45 p.m. (EST).
Analysts, members of the media and other interested parties are invited to listen in by calling (866) 696-5910 or (416) 695-7806 (Toronto area). Please dial in 10 minutes prior to the start of the call. The pass code is 7894855. Russ Girling and Don Marchand will deliver short remarks but there will not be a question and answer session.
A live webcast of the teleconference will be available at www.transcanada.com. A copy of the slides presented during the call will be posted to TransCanada's website.
A replay of the teleconference will be available two hours after the conclusion of the call until midnight (EST) on March 24, 2016. Please call (800) 408-3053 or (905) 694-9451 (Toronto area) and enter pass code 5742144.
About Columbia Pipeline Group, Inc.
Columbia Pipeline Group, Inc. operates approximately 15,000 miles of strategically located interstate pipeline, gathering and processing assets extending from New York to the Gulf of Mexico, including an extensive footprint in the Marcellus and Utica shale production areas. Columbia Pipeline Group, Inc. also operates one of the nation's largest underground natural gas storage systems. Columbia Pipeline Group, Inc. is listed on the NYSE under the ticker symbol CPGX. Additional information can be found at www.cpg.com.
About TransCanada
With more than 65 years' experience, TransCanada is a leader in the responsible development and reliable operation of North American energy infrastructure including natural gas and liquids pipelines, power generation and gas storage facilities. TransCanada operates a network of natural gas pipelines that extends more than 67,000 kilometers (42,000 miles), tapping into virtually all major gas supply basins in North America. TransCanada is one of the continent's largest providers of gas storage and related services with 368 billion cubic feet of storage capacity. A growing independent power producer, TransCanada owns or has interests in over 13,100 megawatts of power generation in Canada and the United States. TransCanada is developing one of North America's largest liquids delivery systems. TransCanada's common shares trade on the Toronto and New York stock exchanges under the symbol TRP. Visit TransCanada.com and our blog to learn more, or connect with us on social media and 3BL Media.
Forward-Looking Statements
Certain statements in this release may constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Private Securities Litigation Reform Act of 1995 concerning CPG and the proposed merger with TransCanada. Forward-looking statements are statements other than historical facts and that frequently use words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "plan," "position," "should," "strategy," "target," "will" and similar words. All forward-looking statements speak only as of the date of this release. Although CPG believes that the plans, intentions and expectations reflected in or suggested by the forward looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved and such statements are subject to various risks and uncertainties. Therefore, actual outcomes and results could materially differ from what is express, implied or forecasted in such statements and readers are cautioned not to place undue reliance on such statements. CPG's business may be influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond CPG's control. These factors include, but are not limited to, the occurrence of any event, change or other circumstance that could give rise to termination of the merger agreement with TransCanada; the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; risks related to disruption of management's attention from CPG's ongoing business operations due to the transaction; the impact of the announcement of the proposed merger on relationships with third parties, including commercial counterparties, employees and competitors, and risks associated with the loss and ongoing replacement of key personnel; risks relating to unanticipated costs of integration in connection with the proposed merger, including operating costs, customer loss or business disruption being greater than expected; 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; the availability and price of natural gas to the consumer compared with 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, acts of war and terrorism 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; and the effects of future litigation, including litigation relating to the proposed merger with TransCanada. We caution that the foregoing list of factors is not exhaustive. Additional information about these and other factors can be found in CPG's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") for the fiscal year ended December 31, 2015 and CPG's other filings with the SEC, which are available at http://www.sec.gov. All forward-looking statements included in this press release are expressly qualified in their entirety by such cautionary statements. CPG expressly disclaims any obligation to update, amend or clarify any forward-looking statement to reflect events, new information or circumstances occurring after the date of this release except as required by applicable law.
ADDITIONAL INFORMATION AND WHERE TO FIND IT:
This communication may be deemed to be solicitation material in respect of the proposed acquisition of CPG by TransCanada. In connection with the proposed merger transaction, CPG will file with the SEC and furnish to CPG's stockholders a proxy statement and other relevant documents. Before making any voting decision, CPG's stockholders are urged to read the proxy statement when it becomes available and any other documents to be filed with the SEC in connection with the proposed merger or incorporated by reference in the proxy statement because they will contain important information about the proposed merger.
Investors and security holders will be able to obtain, free of charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC's website at http://www.sec.gov. In addition, the proxy statement and our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 14(d) of the Exchange Act are available free of charge through our website at https://www.cpg.com/ as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.
PARTICIPANTS IN SOLICITATION:
CPG and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of CPG common stock in respect of the proposed transaction. Information about the directors and executive officers of CPG can be found in the Information Statement included as an exhibit to CPG's amended Registration Statement on Form 10, which was filed with the SEC on June 2, 2015. Investors may obtain additional information regarding the interests of such participants in the merger, which may be different than those of CPG's stockholders generally, by reading the proxy statement and other relevant documents regarding the merger when such documents are filed with the SEC.
SOURCE Columbia Pipeline Group, Inc.
HOUSTON, Feb. 18, 2016 /PRNewswire/ -- Columbia Pipeline Partners LP (NYSE: CPPL) ("CPPL"), a Columbia Pipeline Group, Inc. (NYSE: CPGX) ("CPG") company, today reported financial and operating results for the fourth quarter as well as year-end 2015.
"Columbia Pipeline Partners' IPO in February 2015 was an integral part of a landmark year at CPG. The partnership delivered solid results, squarely in line with our expectations," said Robert C. Skaggs Jr., chairman and chief executive officer of CPP GP LLC, the general partner of CPPL. "Despite the dislocation of the financial markets, our outlook remains unchanged -- specifically, delivering 20 percent annual distribution growth through 2020."
CPPL reported Adjusted EBITDA attributable to the Partnership (a non-GAAP measure) of $93.3 million for the 12 months ended December 31, 2015 and generated Distributable Cash Flow (a non-GAAP measure) of $68.7 million. The distribution coverage ratio (a non-GAAP measure) for the year-to-date period is 1.12x. CPPL also reported net income attributable to limited partners of $74.0 million, or $0.74 per common unit, for the year.
CPPL reported Adjusted EBITDA attributable to the Partnership (a non-GAAP measure) of $26.3 million for the three months ended December 31, 2015 and generated Distributable Cash Flow (a non-GAAP measure) of $19.5 million. CPPL also reported net income attributable to limited partners of $22.4 million, or $0.22 per common unit, for the quarter.
Please see the definitions of such non-GAAP measures in the "Non-GAAP Financial Measures" section of this press release and a reconciliation to their most comparable measure calculated in accordance with GAAP on Schedule 1 of the financial tables below.
2016 Financial Guidance
For 2016, CPPL expects to generate between $700 million and $710 million of Adjusted EBITDA and continues to expect to deliver 20 percent annual distribution growth through 2020.
Presentation of Financial Statements
CPPL's consolidated financial statements include the accounts of CPPL and its consolidated subsidiary, CPG OpCo LP ("Columbia OpCo"). CPPL holds a 15.7% limited partner interest and a non-economic general partner interest in Columbia OpCo. CPPL controls Columbia OpCo through the ownership of its general partner and, accordingly, CPPL consolidates Columbia OpCo in its consolidated financial statements. Columbia Energy Group (a wholly owned subsidiary of CPG), CPPL's sponsor, owns the remaining 84.3% limited partner interest in Columbia OpCo, which is reflected as a non-controlling interest in CPPL's financial statements.
Balance Sheet
CPPL has a $500 million revolving credit facility, under which $15 million was drawn as of December 31, 2015 and maintains total liquidity of $485.7 million.
Growth and Modernization Capital Expenditures
Growth and Modernization capital expenditures totaled $225.9 million for the fourth quarter and $1.1 billion for the year. These expenditures were mostly attributable to the Leach XPress and Rayne XPress projects, the East Side Expansion project and the Columbia Gas Transmission modernization program. Additional details about CPPL's growth projects can be found in CPG's fourth quarter 2015 earnings release, which has also been issued on February 18, 2016.
Distributable Cash Flow
CPPL's Distributable Cash Flow (a non-GAAP measure) totaled $19.5 million for the fourth quarter and $68.7 million for the year. Please see a reconciliation to the most comparable measure calculated in accordance with GAAP on Schedule 1 of the financial tables below.
Year Ended December 31, 2015 Operating Results
A comparison of operating results for the year ended December 31, 2015 to the year ended December 31, 2014 is summarized below. Earnings for the periods prior to the date of CPPL's initial public offering are derived from the financial statements and accounting records of CPPL's predecessor.
Operating revenues, excluding the impact of a $112.4 million decrease in trackers, which is offset in expense, increased by $97.3 million. That increase was primarily due to higher demand margin revenue from growth projects placed into service and new firm contracts and increased shorter term transportation services, partially offset by a decrease in mineral rights royalty revenue, lower condensate revenues, decreased revenue from the settlement of gas imbalances and lower commodity revenue.
Operating expenses, excluding the impact of a $112.4 million decrease in trackers, which is offset in revenues, increased by $49.3 million. That increase was primarily due to higher employee and administrative costs, increased depreciation, higher outside service costs and increased property and other taxes. These increases were partially offset by increased gains on the conveyances of mineral interests.
Equity earnings increased by $13.6 million, primarily due to earnings generated by new Pennant facilities being fully placed in service and increased revenues from growth projects placed in service at Millennium Pipeline.
Other income (deductions) for the year ended December 31, 2015 increased income by $57.0 million compared to the prior period. The variance was primarily due to a decrease in interest expense resulting from the repayment of long-term debt, an increase in Allowance for Funds Used During Construction ("AFUDC") and higher interest income.
Three Months Ended December 31, 2015 Operating Results
A comparison of operating results for the three months ended December 31, 2015 to the three months ended December 31, 2014 is summarized below. Earnings for the periods prior to the date of CPPL's initial public offering are derived from the financial statements and accounting records of CPPL's predecessor.
Operating revenues, excluding the impact of a $22.1 million decrease in trackers, which is offset in expense, increased by $38.7 million. That increase was primarily due to higher demand margin revenue from growth projects placed into service and new firm contracts and increased shorter term transportation services, partially offset by a decrease in mineral rights royalty revenue.
Operating expenses, excluding the impact of a $22.1 million decrease in trackers, which is offset in revenues, increased by $37.9 million. That increase was primarily due to higher employee and administrative costs, decreased gains on the conveyances of mineral interests and higher depreciation. These items were partially offset by decreased outside service costs.
Equity earnings increased by $2.3 million, primarily due to earnings generated by new Pennant facilities being fully placed in service.
Other income (deductions) for the fourth quarter of 2015 increased income by $32.6 million compared to the prior period. The variance was primarily due to a decrease in interest expense resulting from the repayment of long-term debt and an increase in AFUDC.
Conference Call
CPPL and CPG will host a joint investor conference call at 9:00 a.m. ET (8:00 a.m. CT) on Thursday, February 18, 2016, to review their fourth quarter and year-end 2015 financial results. All interested parties may listen to the conference call live by logging on to the Columbia Pipeline Partners or Columbia Pipeline Group investor websites at http://investors.columbiapipelinepartners.com or http://investors.cpg.com.
A replay of the call will be available beginning at 1:00 p.m. ET on February 18, 2016 through 11:59 p.m. ET on February 25, 2016. To access the recording, call (855) 859-2056 and enter conference ID 25506873. For international participants to hear the replay, please dial (404) 537-3406 and enter the same conference ID as above, 25506873. A recording of the call will also be archived on the Columbia Pipeline Partners and Columbia Pipeline Group websites.
Non-GAAP Financial Measures
Adjusted EBITDA , Distributable Cash Flow and Distribution Coverage Ratio
We define Adjusted EBITDA as net income before interest expense, income taxes, and depreciation and amortization, plus distributions of earnings received from equity investees and one-time transition costs, less equity earnings in unconsolidated affiliates and other, net. In addition, to the extent transactions occur that are considered unusual, infrequent or not representative of underlying trends, we will remove the effect of these items from Adjusted EBITDA. Examples of these transactions include impairments. We define Distributable Cash Flow as Adjusted EBITDA less interest expense, maintenance capital expenditures, gain on sale of assets and distributable cash flow attributable to noncontrolling interest, plus proceeds from sale of assets, interest income, capital (received) costs related to the separation and any other known differences between cash and income. We define Distribution Coverage Ratio as the ratio of distributable cash flow per outstanding unit (as of the end of the period) to cash distributions payable per outstanding unit with respect to such period.
Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio are non-GAAP supplemental financial measures that management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
We believe that the presentations of Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio will provide useful information to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to Adjusted EBITDA and Distributable Cash Flow are Net Income and Net Cash Flows from Operating Activities. Our non-GAAP financial measures of Adjusted EBITDA and Distributable Cash Flow should not be considered as an alternative to GAAP Net Income or Net Cash Flows from Operating Activities. Adjusted EBITDA and Distributable Cash Flow have important limitations as analytical tools because they exclude some but not all items that affect net income and net cash flows from operating activities. You should not consider Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio may be defined differently by other companies in our industry, our definitions may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.
About Columbia Pipeline Partners LP
Columbia Pipeline Partners LP, based in Houston, Texas, is a fee-based, growth-oriented master limited partnership formed to own, operate and develop a growing portfolio of natural gas pipelines, storage and related midstream assets.
Columbia Pipeline Partners' business and operations are conducted through CPG OpCo LP and its subsidiaries, which own and operate substantially all of the natural gas transmission, storage and midstream assets of Columbia Pipeline Group, Inc. Columbia Pipeline Group operates approximately 15,000 miles of strategically located interstate pipelines extending from New York to the Gulf of Mexico, one of the nation's largest underground natural gas storage systems, and a growing portfolio of related gathering and processing assets. The majority of its assets overlay the Marcellus and Utica Shale production areas. Additional information can be found at www.columbiapipelinepartners.com or www.cpg.com.
Forward-Looking Statements
This release includes "forward-looking statements" within the meaning of federal securities laws, which are statements other than historical facts and that frequently use words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "plan," "position," "should," "strategy," "target," "will" and similar words. All forward-looking statements speak only as of the date of this release. Although CPPL believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecasted in such statements. This release contains certain forward-looking statements that are based on current plans and expectations and are subject to various risks and uncertainties. CPPL's business may be influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond CPPL's control. These factors include, but are not limited to, 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; the availability and price of natural gas to the consumer compared with 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; and the effects of future litigation. For a full discussion of these risks and uncertainties, please refer to the "Risk Factors" section of CPPL's Annual Report on Form 10-K for the year ended December 31, 2014 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, each filed with the Securities and Exchange Commission. Additional information will also be set forth in our Annual Report on Form 10-K for the year ended December 31, 2015. All forward-looking statements included in this press release are expressly qualified in their entirety by such cautionary statements. CPPL expressly disclaims any obligation to update, amend or clarify any forward-looking statement to reflect events, new information or circumstances occurring after the date of this press release except as required by applicable law.
Columbia Pipeline Partners LP | |||||||||||
Statements of Consolidated and Combined Operations (GAAP) | |||||||||||
(unaudited) | |||||||||||
Three Months Ended |
Year Ended |
||||||||||
December 31, |
December 31, |
||||||||||
(in millions, except per unit amounts) |
2015 |
2014 |
2015 |
2014 |
|||||||
Predecessor |
Predecessor |
||||||||||
Operating Revenues |
|||||||||||
Transportation revenues |
$ 301.2 |
$ 247.4 |
$ 1,052.2 |
$ 990.9 |
|||||||
Transportation revenues-affiliated |
- |
29.5 |
47.1 |
95.8 |
|||||||
Storage revenues |
49.1 |
35.8 |
171.4 |
144.0 |
|||||||
Storage revenues-affiliated |
- |
13.1 |
26.2 |
53.2 |
|||||||
Other revenues |
6.7 |
14.6 |
34.9 |
63.0 |
|||||||
Total Operating Revenues |
357.0 |
340.4 |
1,331.8 |
1,346.9 |
|||||||
Operating Expenses |
|||||||||||
Operation and maintenance |
133.2 |
153.6 |
526.1 |
630.7 |
|||||||
Operation and maintenance-affiliated |
52.0 |
33.3 |
164.1 |
122.9 |
|||||||
Depreciation and amortization |
36.3 |
30.9 |
135.0 |
118.6 |
|||||||
Gain on sale of assets and impairment, net |
(2.7) |
(13.7) |
(54.7) |
(34.5) |
|||||||
Property and other taxes |
17.9 |
16.8 |
71.2 |
67.1 |
|||||||
Total Operating Expenses |
236.7 |
220.9 |
841.7 |
904.8 |
|||||||
Equity Earnings in Unconsolidated Affiliates |
16.0 |
13.7 |
60.2 |
46.6 |
|||||||
Operating Income |
136.3 |
133.2 |
550.3 |
488.7 |
|||||||
Other Income (Deductions) |
|||||||||||
Interest expense |
(0.2) |
- |
(1.4) |
- |
|||||||
Interest expense-affiliated |
(2.7) |
(22.9) |
(26.8) |
(62.0) |
|||||||
Other, net |
13.4 |
0.8 |
32.0 |
8.8 |
|||||||
Total Other Income (Deductions), net |
10.5 |
(22.1) |
3.8 |
(53.2) |
|||||||
Income before Income Taxes |
146.8 |
111.1 |
554.1 |
435.5 |
|||||||
Income Taxes |
0.2 |
46.7 |
23.9 |
166.4 |
|||||||
Net Income |
$ 146.6 |
$ 64.4 |
$ 530.2 |
$ 269.1 |
|||||||
Less: Predecessor net income prior to IPO on February 11, 2015 |
- |
42.7 |
|||||||||
Net income subsequent to IPO |
146.6 |
487.5 |
|||||||||
Less: Net income attributable to noncontrolling interest in Columbia OpCo subsequent to IPO |
124.2 |
413.5 |
|||||||||
Net income attributable to limited partners subsequent to IPO |
$ 22.4 |
$ 74.0 |
|||||||||
Net income attributable to partners' ownership interest subsequent to IPO per limited partner |
|||||||||||
Common units |
$ 0.22 |
$ 0.74 |
|||||||||
Subordinated units |
0.22 |
0.72 |
|||||||||
Weighted average limited partner units outstanding (basic and diluted) |
|||||||||||
Common units |
53.8 |
53.8 |
|||||||||
Subordinated units |
46.8 |
46.8 |
|||||||||
Throughput (MMDth) |
|||||||||||
Columbia Gas Transmission |
363.4 |
355.5 |
1,460.1 |
1,379.4 |
|||||||
Columbia Gulf |
142.2 |
153.4 |
562.7 |
626.7 |
|||||||
Total |
505.6 |
508.9 |
2,022.8 |
2,006.1 |
|||||||
Columbia Pipeline Partners LP |
||||||||||||
Schedule 1 - Non-GAAP Reconciliation of Adjusted EBITDA and Distributable Cash Flow |
||||||||||||
(unaudited) |
||||||||||||
Three Months Ended |
Year Ended |
|||||||||||
December 31, |
December 31, |
|||||||||||
(in millions) |
2015 |
2014 |
2015 |
2014 |
||||||||
Predecessor |
Predecessor |
|||||||||||
Net Income |
$ 146.6 |
$ 64.4 |
$ 530.2 |
$ 269.1 |
||||||||
Add: |
||||||||||||
Interest expense |
0.2 |
- |
1.4 |
- |
||||||||
Interest expense-affiliated |
2.7 |
22.9 |
26.8 |
62.0 |
||||||||
Income taxes |
0.2 |
46.7 |
23.9 |
166.4 |
||||||||
Depreciation and amortization |
36.3 |
30.9 |
135.0 |
118.6 |
||||||||
Asset impairment |
- |
- |
0.6 |
- |
||||||||
Distributions of earnings received from equity investees |
13.1 |
10.2 |
57.2 |
37.8 |
||||||||
Less: |
||||||||||||
Equity earnings in unconsolidated affiliates |
16.0 |
13.7 |
60.2 |
46.6 |
||||||||
Other, net |
13.4 |
0.8 |
32.0 |
8.8 |
||||||||
Adjusted EBITDA |
$ 169.7 |
$ 160.6 |
$ 682.9 |
$ 598.5 |
||||||||
Less: |
||||||||||||
Adjusted EBITDA attributable to Predecessor prior to IPO |
- |
79.4 |
||||||||||
Adjusted EBITDA attributable to noncontrolling interest in OpCo subsequent to IPO |
143.4 |
510.2 |
||||||||||
Adjusted EBITDA attributable to Partnership subsequent to IPO |
$ 26.3 |
$ 93.3 |
||||||||||
Net Cash Flows from Operating Activities |
$ 188.8 |
$ 121.5 |
$ 627.7 |
$ 568.1 |
||||||||
Interest expense |
0.2 |
- |
1.4 |
- |
||||||||
Interest expense-affiliated |
2.7 |
22.9 |
26.8 |
62.0 |
||||||||
Current taxes |
0.2 |
(23.1) |
13.4 |
27.1 |
||||||||
Gain on sale of assets and impairment, net |
2.7 |
13.7 |
54.7 |
34.5 |
||||||||
Other adjustments to operating cash flows |
(5.1) |
0.8 |
(13.3) |
(5.7) |
||||||||
Changes in assets and liabilities |
(19.8) |
24.8 |
(27.8) |
(87.5) |
||||||||
Adjusted EBITDA |
$ 169.7 |
$ 160.6 |
$ 682.9 |
$ 598.5 |
||||||||
Less: |
||||||||||||
Adjusted EBITDA attributable to Predecessor prior to IPO |
- |
79.4 |
||||||||||
Adjusted EBITDA attributable to noncontrolling interest in OpCo subsequent to IPO |
143.4 |
510.2 |
||||||||||
Adjusted EBITDA attributable to Partnership subsequent to IPO |
$ 26.3 |
$ 93.3 |
||||||||||
Adjusted EBITDA |
$ 169.7 |
$ 682.9 |
||||||||||
Less: |
||||||||||||
Interest expense |
2.9 |
28.2 |
||||||||||
Maintenance capital expenditures |
36.3 |
133.8 |
||||||||||
Separation maintenance capital expenditures |
1.1 |
3.5 |
||||||||||
Gain on sale of assets |
2.7 |
55.3 |
||||||||||
Distributable cash flow attributable to Predecessor prior to IPO |
- |
67.8 |
||||||||||
Distributable cash flow attributable to noncontrolling interest subsequent to IPO |
109.2 |
385.4 |
||||||||||
Add: |
||||||||||||
Proceeds from sales of assets |
29.1 |
84.1 |
||||||||||
Interest income |
0.7 |
4.9 |
||||||||||
Capital (received) costs related to Separation |
(27.8) |
(29.2) |
||||||||||
Partnership Distributable Cash Flow |
$ 19.5 |
$ 68.7 |
||||||||||
Columbia Pipeline Partners LP | ||||||||
Schedule 2 - Non-GAAP Reconciliation of Forecasted Adjusted EBITDA | ||||||||
(unaudited) | ||||||||
Net income and net cash flows from operating activities are the most directly comparable GAAP measures to adjusted EBITDA. We reconcile adjusted EBITDA to net income for the 2016 guidance presented below. It is, however, impractical to reconcile adjusted EBITDA to net cash flows from operating activities for the forecasted period. Schedule 1 of this earnings release presents a historical reconciliation of adjusted EBITDA to net income and net cash flows from operating activities. | ||||||||
Year Ended |
||||||||
December 31, 2016 |
||||||||
(in millions) |
Low |
High |
||||||
Net Income |
$ 543 |
$ 557 |
||||||
Add: |
||||||||
Interest expense |
35 |
27 |
||||||
Depreciation and amortization |
154 |
154 |
||||||
Distributions of earnings received from equity investees |
58 |
62 |
||||||
Less: |
||||||||
Equity earnings in unconsolidated affiliates |
58 |
62 |
||||||
Other, net |
32 |
28 |
||||||
Adjusted EBITDA |
$ 700 |
$ 710 |
||||||
Columbia Pipeline Partners LP | |||||||
Consolidated and Combined Balance Sheets (GAAP) | |||||||
(unaudited) | |||||||
December 31, |
December 31, | ||||||
(in millions) |
2015 |
2014 | |||||
Predecessor | |||||||
ASSETS |
|||||||
Current Assets |
|||||||
Cash and cash equivalents |
$ 78.9 |
$ 0.5 | |||||
Accounts receivable (less reserve of $0.3 and $0.3, respectively) |
145.9 |
149.3 | |||||
Accounts receivable-affiliated |
149.4 |
153.8 | |||||
Materials and supplies, at average cost |
32.8 |
24.9 | |||||
Exchange gas receivable |
18.8 |
34.8 | |||||
Deferred property taxes |
52.0 |
48.9 | |||||
Deferred income taxes |
- |
24.6 | |||||
Prepayments and other |
33.8 |
20.9 | |||||
Total Current Assets |
511.6 |
457.7 | |||||
Investments |
|||||||
Unconsolidated affiliates |
437.1 |
444.3 | |||||
Other investments |
1.8 |
6.2 | |||||
Total Investments |
438.9 |
450.5 | |||||
Property, Plant and Equipment |
|||||||
Property, plant and equipment |
8,930.9 |
7,931.6 | |||||
Accumulated depreciation and amortization |
(2,960.1) |
(2,971.4) | |||||
Net Property, Plant and Equipment |
5,970.8 |
4,960.2 | |||||
Other Noncurrent Assets |
|||||||
Regulatory assets |
134.1 |
151.9 | |||||
Goodwill |
1,975.5 |
1,975.5 | |||||
Postretirement and postemployment benefits assets |
120.5 |
102.7 | |||||
Deferred charges and other |
10.6 |
9.0 | |||||
Total Other Noncurrent Assets |
2,240.7 |
2,239.1 | |||||
Total Assets |
$ 9,162.0 |
$ 8,107.5 | |||||
Columbia Pipeline Partners LP | |||||||
Consolidated and Combined Balance Sheets (GAAP) (continued) | |||||||
(unaudited) | |||||||
December 31, |
December 31, | ||||||
(in millions, except unit amounts) |
2015 |
2014 | |||||
Predecessor | |||||||
LIABILITIES AND EQUITY |
|||||||
Current Liabilities |
|||||||
Current portion of long-term debt-affiliated |
$ - |
$ 115.9 | |||||
Short-term borrowings |
15.0 |
- | |||||
Short-term borrowings-affiliated |
42.1 |
247.3 | |||||
Accounts payable |
49.9 |
56.1 | |||||
Accounts payable-affiliated |
86.3 |
49.9 | |||||
Customer deposits |
17.8 |
13.4 | |||||
Taxes accrued |
108.2 |
106.9 | |||||
Exchange gas payable |
18.2 |
34.7 | |||||
Deferred revenue |
15.0 |
22.2 | |||||
Accrued capital expenditures |
95.9 |
61.1 | |||||
Accrued compensation and related costs |
26.6 |
31.2 | |||||
Other accruals |
43.8 |
39.0 | |||||
Total Current Liabilities |
518.8 |
777.7 | |||||
Noncurrent Liabilities |
|||||||
Long-term debt-affiliated |
630.9 |
1,472.8 | |||||
Deferred income taxes |
1.0 |
1,239.0 | |||||
Accrued liability for postretirement and postemployment benefits |
36.1 |
44.7 | |||||
Regulatory liabilities |
309.7 |
294.3 | |||||
Asset retirement obligations |
25.3 |
23.2 | |||||
Other noncurrent liabilities |
63.5 |
84.5 | |||||
Total Noncurrent Liabilities |
1,066.5 |
3,158.5 | |||||
Total Liabilities |
1,585.3 |
3,936.2 | |||||
Commitments and Contingencies |
|||||||
Equity and Partners' Capital |
|||||||
Net parent investment |
- |
4,188.0 | |||||
Common unitholders-public (53,834,784 units issued and outstanding) |
958.5 |
- | |||||
Subordinated unitholders-CEG (46,811,398 units issued and outstanding) |
304.0 |
- | |||||
Accumulated other comprehensive loss |
(4.0) |
(16.7) | |||||
Total Columbia Pipeline Partners LP partners' equity and capital |
1,258.5 |
4,171.3 | |||||
Noncontrolling Interest in Columbia OpCo |
6,318.2 |
- | |||||
Total Equity and Partners' Capital |
7,576.7 |
4,171.3 | |||||
Total Liabilities and Equity and Partners' Capital |
$ 9,162.0 |
$ 8,107.5 | |||||
Columbia Pipeline Partners LP | |||||||
Statements of Consolidated and Combined Cash Flows (GAAP) | |||||||
Year Ended December 31, (in millions) |
2015 |
2014 | |||||
Predecessor | |||||||
Operating Activities |
|||||||
Net Income |
$ 530.2 |
$ 269.1 | |||||
Adjustments to Reconcile Net Income to Net Cash from Operating Activities: |
|||||||
Depreciation and amortization |
135.0 |
118.6 | |||||
Deferred income taxes and investment tax credits |
10.5 |
139.3 | |||||
Deferred revenue |
4.2 |
1.6 | |||||
Equity-based compensation expense and profit sharing contribution |
5.6 |
6.3 | |||||
Gain on sale of assets and impairment, net |
(54.7) |
(34.5) | |||||
Equity earnings in unconsolidated affiliates |
(60.2) |
(46.6) | |||||
Amortization of debt related costs |
0.4 |
- | |||||
AFUDC equity |
(28.3) |
(11.0) | |||||
Distributions of earnings received from equity investees |
57.2 |
37.8 | |||||
Changes in Assets and Liabilities: |
|||||||
Accounts receivable |
(11.0) |
(20.3) | |||||
Accounts receivable-affiliated |
21.6 |
2.2 | |||||
Accounts payable |
(10.0) |
2.8 | |||||
Accounts payable-affiliated |
30.1 |
8.6 | |||||
Customer deposits |
(22.9) |
77.5 | |||||
Taxes accrued |
19.5 |
11.8 | |||||
Exchange gas receivable/payable |
- |
1.1 | |||||
Other accruals |
10.5 |
0.6 | |||||
Prepayments and other current assets |
(13.5) |
(4.4) | |||||
Regulatory assets/liabilities |
27.6 |
9.0 | |||||
Postretirement and postemployment benefits |
(5.2) |
2.2 | |||||
Deferred charges and other noncurrent assets |
(13.8) |
(4.3) | |||||
Other noncurrent liabilities |
(5.1) |
0.7 | |||||
Net Cash Flows from Operating Activities |
627.7 |
568.1 | |||||
Investing Activities |
|||||||
Capital expenditures |
(1,106.6) |
(747.2) | |||||
Insurance recoveries |
2.1 |
11.3 | |||||
Change in short-term lendings-affiliated |
(24.3) |
(61.6) | |||||
Proceeds from disposition of assets |
84.1 |
9.3 | |||||
Contributions to equity investees |
(1.4) |
(69.2) | |||||
Distributions from equity investees |
16.0 |
- | |||||
Other investing activities |
(22.4) |
(7.1) | |||||
Net Cash Flows (used for) Investing Activities |
(1,052.5) |
(864.5) | |||||
Financing Activities |
|||||||
Change in short-term borrowings |
15.0 |
- | |||||
Change in short-term borrowings-affiliated |
(207.2) |
(472.3) | |||||
Issuance of long-term debt-affiliated |
- |
768.9 | |||||
Payments of long-term debt-affiliated, including current portion |
(959.6) |
- | |||||
Proceeds from the issuance of common units, net of offering costs |
1,168.4 |
- | |||||
Distribution of IPO proceeds to parent |
(500.0) |
- | |||||
Contribution of capital from parent |
1,217.3 |
- | |||||
Quarterly distributions to unitholders |
(43.4) |
- | |||||
Distribution to noncontrolling interest in Columbia OpCo |
(187.3) |
- | |||||
Net Cash Flows from Financing Activities |
503.2 |
296.6 | |||||
Change in cash and cash equivalents |
78.4 |
0.2 | |||||
Cash and cash equivalents at beginning of period |
0.5 |
0.3 | |||||
Cash and Cash Equivalents at End of Period |
$ 78.9 |
$ 0.5 | |||||
SOURCE Columbia Pipeline Partners LP
HOUSTON, Feb. 18, 2016 /PRNewswire/ -- Columbia Pipeline Group, Inc. (NYSE: CPGX) ("CPG") reported Adjusted EBITDA (non-GAAP) for the 12 months ended December 31, 2015 of $685.5 million, compared with $601.0 million in 2014. Distributable cash flow (non-GAAP) for the year was $401.3 million. Please refer to Schedules 1 and 2 in the financial tables below for a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.
CPG reported net operating earnings from continuing operations - controlling interest (non-GAAP) of $282.9 million for the 12 months ended December 31, 2015, compared with $268.3 million for 2014.
On a GAAP basis, CPG reported income from continuing operations - controlling interest for the 12 months ended December 31, 2015 of $267.6 million, compared with $268.7 million for 2014.
CPG reported net operating earnings from continuing operations - controlling interest (non-GAAP) of $72.2 million for the three months ended December 31, 2015, compared with $62.6 million for the prior-year period.
On a GAAP basis, CPG reported income from continuing operations - controlling interest for the three months ended December 31, 2015 of $63.4 million, compared with $62.6 million for the prior-year period.
"Last year was clearly an historic one for CPG -- we completed a seamless separation from NiSource, secured the largest project in our company's history and continued our focus on the flawless execution of our deep inventory of expansion and modernization projects. This is an exciting and, truly transformational, time for CPG," said CPG Chairman and Chief Executive Officer Robert C. Skaggs, Jr.
2016 Guidance Announced; Robust Long-Term Guidance Affirmed
Skaggs reiterated that CPG's extensive, and highly accretive, project inventory is expected to drive average annual EBITDA and dividend growth of 20 and 15 percent, respectively, through 2020. He also noted that Columbia Pipeline Partners continues to expect to deliver 20 percent annual distribution growth over the same time period.
Following the successful completion of its approximately $1.4 billion common equity offering in December 2015, CPG noted that it will not need to access the capital markets until well into 2017. As of December 31, 2015, CPG had $2.9 billion in cash and borrowing capacity under its revolving credit facilities. In addition, the company's credit metrics remain strong and support its unwavering commitment to an investment grade credit rating.
For 2016, CPG expects to generate between $705 million and $715 million of Adjusted EBITDA. Cash capital expenditures are anticipated to be $1.4 billion to $1.6 billion, including maintenance capital.
Landmark Year Sets Stage for CPG Transformation
On July 1, 2015, CPG successfully completed its separation from NiSource and began operating as an independent pipeline, midstream and storage company. The company maintained its momentum in developing and advancing new projects, strengthening its leading position in the Marcellus and Utica Shale production regions. Key highlights include:
"Despite ongoing turmoil in the energy and financial markets, the CPG Team remained focused and continued to hit its marks in 2015, advancing a well-established, straightforward, fee-based growth strategy," said Skaggs. "The fundamentals of our business remain very strong, and our growth profile continues to distinguish CPG."
Skaggs closed by reiterating the key attributes which differentiate CPG and make it a compelling investment proposition -- a stable core business with highly predictable cash flows, an unparalleled strategic asset footprint in the Marcellus and Utica Shale regions, and a robust and highly visible inventory of contracted, accretive growth and modernization investments.
Year Ended December 31, 2015 Operating Results
CPG's net operating earnings from continuing operations - controlling interest (non-GAAP) for the year ended December 31, 2015 were $282.9 million compared with $268.3 million for the prior-year period. Please refer to Schedule 1 for a reconciliation of net operating earnings to GAAP. A comparison of operating results for the year ended December 31, 2015 to the year ended December 31, 2014 is summarized below. Earnings for the periods prior to the date of CPG's separation from NiSource Inc. are derived from the financial statements and accounting records of CPG's predecessor.
Operating revenues, excluding the impact of trackers, increased by $99.3 million, primarily due to higher demand margin revenue from growth projects placed into service and new firm contracts and increased shorter term transportation services, partially offset by a decrease in mineral rights royalty revenue, lower condensate revenues, decreased revenue from the settlement of gas imbalances and lower commodity revenue.
Operating expenses, excluding the impact of trackers, increased by $55.5 million, primarily due to higher employee and administrative costs, increased depreciation, higher outside service costs and increased property and other taxes. These increases were partially offset by increased gains on the conveyances of mineral interests.
Equity earnings increased by $13.9 million, primarily due to earnings generated by new Pennant facilities being fully placed in service and increased revenues from growth projects placed in service at Millennium Pipeline.
Other income (deductions) for the year ended December 31, 2015 decreased income by $14.4 million compared with the same period in 2014. The variance was primarily due to an increase in interest expense resulting from the issuance of long-term debt in May 2015, partially offset by Allowance for Funds Used During Construction ("AFUDC").
The effective tax rate of net operating earnings was 33.0% compared with 38.8% for the same 2014 period. The 5.8% decrease is primarily due to Columbia Pipeline Partners LP ("CPPL") earnings for which the noncontrolling public limited partners are directly responsible for the related income taxes.
Three Months Ended December 31, 2015 Operating Results
CPG's net operating earnings from continuing operations - controlling interest (non-GAAP) for the three months ended December 31, 2015 were $72.2 million compared with $62.6 million for the prior-year period. Please refer to Schedule 1 for a reconciliation of net operating earnings to GAAP. A comparison of operating results for the three months ended December 31, 2015 to the three months ended December 31, 2014 is summarized below. Earnings for the periods prior to the date of CPG's separation from NiSource Inc. are derived from the financial statements and accounting records of CPG's predecessor.
Operating revenues, excluding the impact of trackers, increased by $39.3 million, primarily due to higher demand margin revenue from growth projects placed into service and new firm contracts and increased shorter term transportation services, partially offset by a decrease in mineral rights royalty revenue.
Operating expenses, excluding the impact of trackers, increased by $40.6 million, primarily due to higher employee and administrative costs, decreased gains on the conveyances of mineral interests, higher depreciation, and increased property and other taxes.
Equity earnings increased by $2.3 million, primarily due to earnings generated by new Pennant facilities being fully placed in service.
Other income (deductions) for the three months ended December 31, 2015 increased income by $9.7 million compared with the same period in 2014. The variance was primarily due to an increase in AFUDC, partially offset by an increase in interest expense resulting from the issuance of long-term debt in May 2015.
The effective tax rate of net operating earnings was 31.3% compared with 44.0% for the same 2014 period. The 12.7% decrease is primarily due to CPPL earnings for which the noncontrolling public limited partners are directly responsible for the related income taxes, increases in AFUDC equity related to increased construction and increases in state income taxes in 2014.
Conference Call
Columbia Pipeline Group, Inc. and Columbia Pipeline Partners LP will host a joint investor conference call at 9:00 a.m. ET (8:00 a.m. CT) on Thursday, February 18, 2016, to review their fourth quarter and year end 2015 financial results. All interested parties may listen to the conference call live by logging onto the Columbia Pipeline Group or Columbia Pipeline Partners investor relations websites at http://investors.cpg.com or http://investors.columbiapipelinepartners.com.
A replay of the call will be available beginning at 1:00 pm ET on February 18, 2016 through 11:59 p.m. ET on February 25, 2016. To access the recording, call (855) 859-2056 and enter conference ID 25506873. For international participants to hear the replay, please dial (404) 537-3406 and enter the same conference ID as above, 25506873. A recording of the call also will be archived on the Columbia Pipeline Group and Columbia Pipeline Partners websites.
Non-GAAP Financial Measures
Operating Earnings, Adjusted EBITDA and Distributable Cash Flow
We define Operating Earnings as operating income adjusted for transactions that are considered unusual, infrequent or not representative of underlying trends. Examples of these transactions include impairments and costs associated with CPG's separation from NiSource Inc. We define Adjusted EBITDA as net income before interest expense, income taxes, and depreciation and amortization, plus distributions of earnings received from equity investees and one-time transition costs, less equity earnings in unconsolidated affiliates and other, net. In addition, to the extent transactions occur that are considered unusual, infrequent or not representative of underlying trends, we will remove the effect of these items from Adjusted EBITDA. Examples of these transactions include impairments and costs associated with the separation. We define Distributable Cash Flow as Adjusted EBITDA less interest expense, maintenance capital expenditures, gain on sale of assets, net cash paid for taxes, and distributions to public unitholders plus proceeds from sale of assets, interest income, capital (received) costs related to the separation and any other known differences between cash and income.
Operating Earnings, Adjusted EBITDA and Distributable Cash Flow are non-GAAP supplemental financial measures that management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
We believe that the presentations of Operating Earnings, Adjusted EBITDA and Distributable Cash Flow will provide useful information to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to Operating Earnings is Operating Income. The GAAP measures most directly comparable to Adjusted EBITDA and Distributable Cash Flow are Net Income and Net Cash Flows from Operating Activities. Our non-GAAP financial measures of Operating Earnings, Adjusted EBITDA and Distributable Cash Flow should not be considered as an alternative to GAAP operating income, net income or net cash flows from operating activities. Operating Earnings, Adjusted EBITDA and Distributable Cash Flow have important limitations as analytical tools because they exclude some but not all items that affect operating income, net income and net cash flows from operating activities. You should not consider Operating Earnings, Adjusted EBITDA or Distributable Cash Flow in isolation or as a substitute for analysis of our results as reported under GAAP. Because Operating Earnings, Adjusted EBITDA or Distributable Cash Flow may be defined differently by other companies in our industry, our definitions of Operating Earnings, Adjusted EBITDA or Distributable Cash Flow may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.
About Columbia Pipeline Group, Inc.
Columbia Pipeline Group, Inc. operates approximately 15,000 miles of strategically located interstate pipeline, gathering and processing assets extending from New York to the Gulf of Mexico, including an extensive footprint in the Marcellus and Utica shale production areas. Columbia Pipeline Group, Inc. also operates one of the nation's largest underground natural gas storage systems. Columbia Pipeline Group, Inc. is listed on the NYSE under the ticker symbol CPGX. Additional information can be found at www.cpg.com.
Forward-Looking Statements
This release includes "forward-looking statements" within the meaning of federal securities laws, which are statements other than historical facts and that frequently use words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "plan," "position," "should," "strategy," "target," "will" and similar words. All forward-looking statements speak only as of the date of this release. Although CPG believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecasted in such statements. This release contains certain forward-looking statements that are based on current plans and expectations and are subject to various risks and uncertainties. CPG's business may be influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond CPG's control. These factors include, but are not limited to, 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; the availability and price of natural gas to the consumer compared with 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; and the effects of future litigation. For a full discussion of these risks and uncertainties, please refer to the "Risk Factors" section of CPG's Registration Statement on Form 10 dated and filed with the Securities Exchange Commission on February 6, 2015, as amended and declared effective on June 2, 2015. Additional information will also be set forth in our Annual Report on Form 10-K for the year ended December 31, 2015. All forward-looking statements included in this press release are expressly qualified in their entirety by such cautionary statements. CPG expressly disclaims any obligation to update, amend or clarify any forward-looking statement to reflect events, new information or circumstances occurring after the date of this press release except as required by applicable law.
Columbia Pipeline Group, Inc. | |||||||||||
Consolidated Net Operating Earnings (Non-GAAP) | |||||||||||
(unaudited) | |||||||||||
Three Months Ended |
Year Ended | ||||||||||
December 31, |
December 31, | ||||||||||
(in millions, except per share amounts) |
2015 |
2014 |
2015 |
2014 | |||||||
Operating Revenues |
|||||||||||
Transportation revenues |
$ 265.6 |
$ 188.3 |
$ 849.7 |
$ 674.6 | |||||||
Transportation revenues-affiliated |
- |
29.5 |
43.7 |
90.9 | |||||||
Transportation revenues-trackers |
36.4 |
59.1 |
208.5 |
321.1 | |||||||
Storage revenues |
48.4 |
35.7 |
170.0 |
143.3 | |||||||
Storage revenues-affiliated |
- |
13.1 |
26.1 |
52.5 | |||||||
Storage revenues-trackers |
0.7 |
0.1 |
1.5 |
1.3 | |||||||
Other revenues |
6.8 |
14.9 |
35.4 |
64.3 | |||||||
Total Operating Revenues |
357.9 |
340.7 |
1,334.9 |
1,348.0 | |||||||
Operating Expenses |
|||||||||||
Operation and maintenance |
146.1 |
93.8 |
423.3 |
306.0 | |||||||
Operation and maintenance-affiliated |
- |
33.3 |
52.9 |
123.2 | |||||||
Operation and maintenance-trackers |
37.1 |
59.2 |
210.0 |
322.4 | |||||||
Depreciation and amortization |
38.5 |
30.9 |
139.9 |
118.8 | |||||||
Gain on sale of assets |
(2.7) |
(13.7) |
(55.3) |
(34.5) | |||||||
Property and other taxes |
19.8 |
16.8 |
75.3 |
67.1 | |||||||
Total Operating Expenses |
238.8 |
220.3 |
846.1 |
903.0 | |||||||
Equity Earnings in Unconsolidated Affiliates |
16.0 |
13.7 |
60.5 |
46.6 | |||||||
Operating Earnings |
135.1 |
134.1 |
549.3 |
491.6 | |||||||
Other Income (Deductions) |
|||||||||||
Interest expense |
(25.3) |
- |
(67.6) |
- | |||||||
Interest expense-affiliated |
- |
(22.9) |
(29.3) |
(62.0) | |||||||
Other, net |
12.7 |
0.6 |
29.3 |
8.8 | |||||||
Total Other Deductions, net |
(12.6) |
(22.3) |
(67.6) |
(53.2) | |||||||
Operating Earnings from Continuing Operations before Income |
122.5 |
111.8 |
481.7 |
438.4 | |||||||
Income Taxes |
38.3 |
49.2 |
158.9 |
170.1 | |||||||
Net Operating Earnings from Continuing Operations |
84.2 |
62.6 |
322.8 |
268.3 | |||||||
Less: Net Operating Earnings from Continuing Operations - |
12.0 |
- |
39.9 |
- | |||||||
Net Operating Earnings from Continuing Operations - Controlling |
72.2 |
62.6 |
282.9 |
268.3 | |||||||
GAAP Adjustment |
(8.8) |
- |
(15.3) |
0.4 | |||||||
GAAP Income from Continuing Operations - Controlling Interest |
$ 63.4 |
$ 62.6 |
$ 267.6 |
$ 268.7 | |||||||
Basic Net Operating Earnings Per Share from Continuing |
$ 0.21 |
$ 0.20 |
$ 0.86 |
$ 0.84 | |||||||
GAAP Basic Earnings Per Share from Continuing Operations |
$ 0.19 |
$ 0.20 |
$ 0.81 |
$ 0.84 | |||||||
Basic Average Common Shares Outstanding |
339.3 |
317.6 |
328.5 |
317.6 | |||||||
Throughput (MMDth) |
|||||||||||
Columbia Gas Transmission |
363.4 |
355.5 |
1,460.1 |
1,379.4 | |||||||
Columbia Gulf |
142.2 |
153.4 |
562.7 |
626.7 | |||||||
Crossroads |
3.8 |
4.3 |
15.5 |
16.7 | |||||||
Total |
509.4 |
513.2 |
2,038.3 |
2,022.8 |
Columbia Pipeline Group, Inc. | |||||||||||
Schedule 1 - Reconciliation of Net Operating Earnings to GAAP | |||||||||||
Three Months Ended |
Year Ended | ||||||||||
December 31, |
December 31, | ||||||||||
(in millions) |
2015 |
2014 |
2015 |
2014 | |||||||
Net Operating Earnings from Continuing Operations - Controlling |
$ 72.2 |
$ 62.6 |
$ 282.9 |
$ 268.3 | |||||||
Items excluded from operating earnings |
|||||||||||
Operating Expenses: |
|||||||||||
Separation costs |
(12.9) |
- |
(18.8) |
- | |||||||
Asset impairments |
- |
- |
(2.4) |
- | |||||||
Total items excluded from operating earnings |
(12.9) |
- |
(21.2) |
- | |||||||
Other Deductions: |
|||||||||||
Income taxes - discrete items |
(0.6) |
- |
(1.8) |
0.4 | |||||||
Tax effect of above items |
4.7 |
- |
7.7 |
- | |||||||
Total items excluded from net operating earnings |
(8.8) |
- |
(15.3) |
0.4 | |||||||
GAAP Income from Continuing Operations - Controlling Interest |
$ 63.4 |
$ 62.6 |
$ 267.6 |
$ 268.7 |
Columbia Pipeline Group, Inc. | |||||||||||
Schedule 2 - Non-GAAP Reconciliation of Adjusted EBITDA and Distributable Cash Flow | |||||||||||
(unaudited) | |||||||||||
Three Months Ended |
Year Ended | ||||||||||
December 31, |
December 31, | ||||||||||
(in millions) |
2015 |
2014 |
2015 |
2014 | |||||||
Net Income |
$ 75.4 |
$ 62.6 |
$ 307.1 |
$ 268.1 | |||||||
Add: |
|||||||||||
Interest expense |
25.3 |
- |
67.6 |
- | |||||||
Interest expense-affiliated |
- |
22.9 |
29.3 |
62.0 | |||||||
Income taxes |
34.2 |
49.2 |
153.0 |
169.7 | |||||||
Depreciation and amortization |
38.5 |
30.9 |
139.9 |
118.8 | |||||||
Impairments and Separation costs |
12.9 |
- |
21.2 |
- | |||||||
Distributions of earnings received from equity investees |
13.1 |
10.2 |
57.2 |
37.8 | |||||||
Less: |
|||||||||||
Equity earnings in unconsolidated affiliates |
16.0 |
13.7 |
60.5 |
46.6 | |||||||
Other, net |
12.7 |
0.6 |
29.3 |
8.8 | |||||||
Adjusted EBITDA |
$ 170.7 |
$ 161.5 |
$ 685.5 |
$ 601.0 | |||||||
Less: |
|||||||||||
Adjusted EBITDA attributable to noncontrolling interest |
14.1 |
49.9 |
|||||||||
Adjusted EBITDA attributable to CPG |
$ 156.6 |
$ 635.6 |
|||||||||
Net Cash Flows from Operating Activities |
$ 79.3 |
$ 119.3 |
$ 493.5 |
$ 564.8 | |||||||
Interest expense |
25.3 |
- |
67.6 |
- | |||||||
Interest expense-affiliated |
- |
22.9 |
29.3 |
62.0 | |||||||
Current taxes |
(20.0) |
(14.6) |
21.1 |
27.1 | |||||||
Gain on sale of assets and impairment, net |
2.7 |
13.7 |
52.9 |
34.5 | |||||||
Other adjustments to operating cash flows |
3.4 |
0.9 |
3.1 |
(6.3) | |||||||
Changes in assets and liabilities |
80.0 |
19.3 |
18.0 |
(81.1) | |||||||
Adjusted EBITDA |
$ 170.7 |
$ 161.5 |
$ 685.5 |
$ 601.0 | |||||||
Less: |
|||||||||||
Adjusted EBITDA attributable to noncontrolling interest |
14.1 |
49.9 |
|||||||||
Adjusted EBITDA attributable to CPG |
$ 156.6 |
$ 635.6 |
|||||||||
Adjusted EBITDA |
$ 170.7 |
$ 685.5 |
|||||||||
Less: |
|||||||||||
Interest expense |
25.3 |
96.9 |
|||||||||
Maintenance capital expenditures |
42.1 |
141.9 |
|||||||||
Separation maintenance capital expenditures |
6.9 |
75.4 |
|||||||||
Gain on sale of assets |
2.7 |
55.3 |
|||||||||
Net cash (received) paid for taxes |
(20.0) |
21.1 |
|||||||||
Distributions to public unitholders |
9.3 |
23.2 |
|||||||||
Add: |
|||||||||||
Proceeds from sales of assets |
24.3 |
77.6 |
|||||||||
Interest income |
0.2 |
2.8 |
|||||||||
Capital (received) costs related to Separation |
(17.2) |
49.2 |
|||||||||
Distributable Cash Flow |
$ 111.7 |
$ 401.3 |
Columbia Pipeline Group, Inc. | ||||||||
Schedule 3 - Non-GAAP Reconciliation of Forecasted Adjusted EBITDA | ||||||||
(unaudited) | ||||||||
Net income and net cash flows from operating activities are the most directly comparable GAAP measures to adjusted EBITDA. We reconcile adjusted EBITDA to net income for the 2016 guidance presented below. It is, however, impractical to reconcile adjusted EBITDA to net cash flows from operating activities for the forecasted period. Schedule 2 of this earnings release presents a historical reconciliation of adjusted EBITDA to net income and net cash flows from operating activities. | ||||||||
Year Ended | ||||||||
December 31, 2016 | ||||||||
(in millions) |
Low |
High | ||||||
Net Income |
$ 248 |
$ 258 | ||||||
Add: |
||||||||
Interest expense |
125 |
118 | ||||||
Income taxes |
110 |
113 | ||||||
Depreciation and amortization |
167 |
167 | ||||||
Separation costs |
87 |
87 | ||||||
Distributions of earnings received from equity investees |
58 |
62 | ||||||
Less: |
||||||||
Equity earnings in unconsolidated affiliates |
58 |
62 | ||||||
Other, net |
32 |
28 | ||||||
Adjusted EBITDA |
$ 705 |
$ 715 |
Columbia Pipeline Group, Inc. | |||||||||||
Statements of Consolidated Operations (GAAP) | |||||||||||
(unaudited) | |||||||||||
Three Months Ended |
Year Ended |
||||||||||
December 31, |
December 31, |
||||||||||
(in millions, except per share amounts) |
2015 |
2014 |
2015 |
2014 |
|||||||
Operating Revenues |
|||||||||||
Transportation revenues |
$ 302.0 |
$ 247.4 |
$ 1,054.4 |
$ 990.8 |
|||||||
Transportation revenues-affiliated |
- |
29.5 |
47.5 |
95.7 |
|||||||
Storage revenues |
49.1 |
35.8 |
171.4 |
144.0 |
|||||||
Storage revenues-affiliated |
- |
13.1 |
26.2 |
53.2 |
|||||||
Other revenues |
6.8 |
14.9 |
35.4 |
64.3 |
|||||||
Total Operating Revenues |
357.9 |
340.7 |
1,334.9 |
1,348.0 |
|||||||
Operating Expenses |
|||||||||||
Operation and maintenance |
196.1 |
153.0 |
652.1 |
628.4 |
|||||||
Operation and maintenance-affiliated |
- |
33.3 |
52.9 |
123.2 |
|||||||
Depreciation and amortization |
38.5 |
30.9 |
139.9 |
118.8 |
|||||||
Gain on sale of assets and impairment, net |
(2.7) |
(13.7) |
(52.9) |
(34.5) |
|||||||
Property and other taxes |
19.8 |
16.8 |
75.3 |
67.1 |
|||||||
Total Operating Expenses |
251.7 |
220.3 |
867.3 |
903.0 |
|||||||
Equity Earnings in Unconsolidated Affiliates |
16.0 |
13.7 |
60.5 |
46.6 |
|||||||
Operating Income |
122.2 |
134.1 |
528.1 |
491.6 |
|||||||
Other Income (Deductions) |
|||||||||||
Interest expense |
(25.3) |
- |
(67.6) |
- |
|||||||
Interest expense-affiliated |
- |
(22.9) |
(29.3) |
(62.0) |
|||||||
Other, net |
12.7 |
0.6 |
29.3 |
8.8 |
|||||||
Total Other Deductions, net |
(12.6) |
(22.3) |
(67.6) |
(53.2) |
|||||||
Income from Continuing Operations before Income Taxes |
109.6 |
111.8 |
460.5 |
438.4 |
|||||||
Income Taxes |
34.2 |
49.2 |
153.0 |
169.7 |
|||||||
Income from Continuing Operations |
$ 75.4 |
$ 62.6 |
$ 307.5 |
$ 268.7 |
|||||||
Loss from Discontinued Operations-net of taxes |
- |
- |
(0.4) |
(0.6) |
|||||||
Net Income |
$ 75.4 |
$ 62.6 |
$ 307.1 |
$ 268.1 |
|||||||
Less: Net income attributable to noncontrolling interest |
12.0 |
39.9 |
|||||||||
Net income attributable to CPG |
$ 63.4 |
$ 267.2 |
|||||||||
Amounts attributable to CPG: |
|||||||||||
Income from continuing operations |
$ 63.4 |
$ 62.6 |
$ 267.6 |
$ 268.7 |
|||||||
Loss from discontinued operations-net of taxes |
- |
- |
(0.4) |
(0.6) |
|||||||
Net income attributable to CPG |
$ 63.4 |
$ 62.6 |
$ 267.2 |
$ 268.1 |
|||||||
Basic Earnings Per Share |
|||||||||||
Continuing Operations |
$ 0.19 |
$ 0.20 |
$ 0.81 |
$ 0.84 |
|||||||
Discontinued Operations |
- |
- |
- |
- |
|||||||
Basic Earnings Per Share |
$ 0.19 |
$ 0.20 |
$ 0.81 |
$ 0.84 |
|||||||
Diluted Earnings Per Share |
|||||||||||
Continuing Operations |
$ 0.19 |
$ 0.20 |
$ 0.81 |
$ 0.84 |
|||||||
Discontinued Operations |
- |
- |
- |
- |
|||||||
Diluted Earnings Per Share |
$ 0.19 |
$ 0.20 |
$ 0.81 |
$ 0.84 |
|||||||
Basic Average Common Shares Outstanding |
339.3 |
317.6 |
328.5 |
317.6 |
|||||||
Diluted Average Common Shares |
339.3 |
317.6 |
329.1 |
317.6 |
|||||||
Dividends Declared Per Common Share |
$ 0.25 |
$ - |
$ 0.25 |
$ - |
Columbia Pipeline Group, Inc. | |||||||
Consolidated Balance Sheets (GAAP) | |||||||
(unaudited) | |||||||
December 31, |
December 31, | ||||||
(in millions) |
2015 |
2014 | |||||
ASSETS |
|||||||
Current Assets |
|||||||
Cash and cash equivalents |
$ 930.9 |
$ 0.5 | |||||
Accounts receivable (less reserve of $0.6 and $0.6, respectively) |
152.4 |
149.4 | |||||
Accounts receivable-affiliated |
- |
180.0 | |||||
Materials and supplies, at average cost |
32.8 |
24.9 | |||||
Exchange gas receivable |
19.0 |
34.8 | |||||
Deferred property taxes |
52.0 |
48.9 | |||||
Deferred income taxes |
- |
60.0 | |||||
Prepayments and other |
48.5 |
20.8 | |||||
Total Current Assets |
1,235.6 |
519.3 | |||||
Investments |
|||||||
Unconsolidated affiliates |
438.1 |
444.3 | |||||
Other investments |
13.8 |
2.7 | |||||
Total Investments |
451.9 |
447.0 | |||||
Property, Plant and Equipment |
|||||||
Property, plant and equipment |
9,052.3 |
7,935.4 | |||||
Accumulated depreciation and amortization |
(2,988.6) |
(2,976.8) | |||||
Net Property, Plant and Equipment |
6,063.7 |
4,958.6 | |||||
Other Noncurrent Assets |
|||||||
Regulatory assets |
177.7 |
151.9 | |||||
Goodwill |
1,975.5 |
1,975.5 | |||||
Postretirement and postemployment benefits assets |
115.7 |
90.0 | |||||
Deferred charges and others |
36.1 |
15.2 | |||||
Total Other Noncurrent Assets |
2,305.0 |
2,232.6 | |||||
Total Assets |
$ 10,056.2 |
$ 8,157.5 |
Columbia Pipeline Group, Inc. | |||||||
Consolidated Balance Sheets (GAAP) (continued) | |||||||
(unaudited) | |||||||
December 31, |
December 31, | ||||||
(in millions, except share amounts) |
2015 |
2014 | |||||
LIABILITIES AND EQUITY |
|||||||
Current Liabilities |
|||||||
Current portion of long-term debt-affiliated |
$ - |
$ 115.9 | |||||
Short-term borrowings |
15.0 |
- | |||||
Short-term borrowings-affiliated |
- |
252.5 | |||||
Accounts payable |
56.8 |
56.0 | |||||
Accounts payable-affiliated |
- |
53.6 | |||||
Customer deposits |
17.9 |
13.4 | |||||
Taxes accrued |
106.0 |
103.2 | |||||
Interest accrued |
9.5 |
- | |||||
Exchange gas payable |
18.6 |
34.7 | |||||
Deferred revenue |
15.0 |
22.5 | |||||
Accrued capital expenditures |
100.1 |
61.1 | |||||
Accrued compensation and related costs |
51.9 |
31.2 | |||||
Other accruals |
70.0 |
40.1 | |||||
Total Current Liabilities |
460.8 |
784.2 | |||||
Noncurrent Liabilities |
|||||||
Long-term debt |
2,746.2 |
- | |||||
Long-term debt-affiliated |
- |
1,472.8 | |||||
Deferred income taxes |
1,348.1 |
1,255.7 | |||||
Accrued liability for postretirement and postemployment benefits |
49.4 |
53.0 | |||||
Regulatory liabilities |
321.6 |
295.7 | |||||
Asset retirement obligations |
25.7 |
23.2 | |||||
Other noncurrent liabilities |
91.4 |
96.6 | |||||
Total Noncurrent Liabilities |
4,582.4 |
3,197.0 | |||||
Total Liabilities |
5,043.2 |
3,981.2 | |||||
Commitments and Contingencies |
|||||||
Equity |
|||||||
Common stock, $0.01 par value, 2,000,000,000 shares authorized; |
4.0 |
- | |||||
Additional paid-in capital |
4,032.7 |
- | |||||
Retained earnings |
46.9 |
- | |||||
Net parent investment |
- |
4,210.8 | |||||
Accumulated other comprehensive loss |
(27.0) |
(34.5) | |||||
Total CPG Equity |
4,056.6 |
4,176.3 | |||||
Noncontrolling Interest |
956.4 |
- | |||||
Total Equity |
5,013.0 |
4,176.3 | |||||
Total Liabilities and Equity |
$ 10,056.2 |
$ 8,157.5 |
Columbia Pipeline Group, Inc. | |||||||
Statements of Consolidated and Combined Cash Flows (GAAP) | |||||||
Year Ended December 31, (in millions) |
2015 |
2014 | |||||
Operating Activities |
|||||||
Net Income |
$ 307.1 |
$ 268.1 | |||||
Adjustments to Reconcile Net Income to Net Cash from Continuing Operations: |
|||||||
Depreciation and amortization |
139.9 |
118.8 | |||||
Deferred income taxes and investment tax credits |
131.9 |
142.6 | |||||
Deferred revenue |
4.2 |
1.6 | |||||
Equity-based compensation expense and profit sharing contribution |
9.4 |
6.3 | |||||
Gain on sale of assets and impairment, net |
(52.9) |
(34.5) | |||||
Equity earnings in unconsolidated affiliates |
(60.5) |
(46.6) | |||||
Loss from discontinued operations-net of taxes |
0.4 |
0.6 | |||||
Amortization of debt related costs |
3.1 |
- | |||||
AFUDC equity |
(28.3) |
(11.0) | |||||
Distributions of earnings received from equity investees |
57.2 |
37.8 | |||||
Changes in Assets and Liabilities: |
|||||||
Accounts receivable |
(17.4) |
(20.3) | |||||
Accounts receivable-affiliated |
34.7 |
(3.6) | |||||
Accounts payable |
(5.0) |
2.8 | |||||
Accounts payable-affiliated |
(53.6) |
12.4 | |||||
Customer deposits |
(22.9) |
77.5 | |||||
Taxes accrued |
8.2 |
12.0 | |||||
Interest accrued |
9.4 |
- | |||||
Exchange gas receivable/payable |
(0.3) |
1.1 | |||||
Other accruals |
50.2 |
0.9 | |||||
Prepayments and other current assets |
(27.1) |
(4.4) | |||||
Regulatory assets/liabilities |
20.2 |
9.0 | |||||
Postretirement and postemployment benefits |
(4.4) |
(1.3) | |||||
Deferred charges and other noncurrent assets |
(16.3) |
(4.3) | |||||
Other noncurrent liabilities |
6.5 |
0.7 | |||||
Net Operating Activities from Continuing Operations |
493.7 |
566.2 | |||||
Net Operating Activities from Discontinued Operations |
(0.2) |
(1.4) | |||||
Net Cash Flows from Operating Activities |
493.5 |
564.8 | |||||
Investing Activities |
|||||||
Capital expenditures |
(1,181.0) |
(747.2) | |||||
Insurance recoveries |
2.1 |
11.3 | |||||
Change in short-term lendings-affiliated |
145.5 |
(57.2) | |||||
Proceeds from disposition of assets |
77.6 |
9.3 | |||||
Contributions to equity investees |
(1.4) |
(69.2) | |||||
Distributions from equity investees |
16.0 |
- | |||||
Other investing activities |
(27.4) |
(7.1) | |||||
Net Cash Flows (used for) Investing Activities |
(968.6) |
(860.1) | |||||
Financing Activities |
|||||||
Change in short-term borrowings |
15.0 |
- | |||||
Change in short-term borrowings-affiliated |
(252.5) |
(467.1) | |||||
Issuance of long-term debt |
2,745.9 |
- | |||||
Debt related costs |
(23.6) |
(6.4) | |||||
Issuance of long-term debt-affiliated |
1,217.3 |
768.9 | |||||
Payments of long-term debt-affiliated, including current portion |
(2,807.8) |
- | |||||
Proceeds from the issuance of common units, net of offering costs |
1,168.4 |
- | |||||
Issuance of common stock |
1,394.7 |
- | |||||
Distribution of IPO proceeds to parent |
(500.0) |
- | |||||
Distribution to parent |
(1,450.0) |
- | |||||
Distribution to noncontrolling interest |
(23.2) |
- | |||||
Dividends paid - common stock |
(79.5) |
- | |||||
Transfer from parent |
0.8 |
- | |||||
Net Cash Flows from Financing Activities |
1,405.5 |
295.4 | |||||
Change in cash and cash equivalents |
930.4 |
0.1 | |||||
Cash and cash equivalents at beginning of period |
0.5 |
0.4 | |||||
Cash and Cash Equivalents at End of Period |
$ 930.9 |
$ 0.5 |
SOURCE Columbia Pipeline Group, Inc.
MERRILLVILLE, Ind., Feb. 18, 2016 /PRNewswire/ -- NiSource Inc. (NYSE: NI) today announced net operating earnings (non-GAAP) of $298.8 million, or $0.94 per share, for the twelve months ended Dec. 31, 2015, compared to $256.4 million, or $0.81 per share, in 2014. Operating earnings (non-GAAP) for the twelve months ended Dec. 31, 2015 were $832.1 million, compared to $777.8 million in 2014.
On a GAAP basis, NiSource reported income from continuing operations for the twelve months ended Dec. 31, 2015 of $198.6 million, or $0.63 per share, compared with $256.2 million, or $0.81 per share, in 2014. Operating income was $799.9 million for the twelve months ended Dec. 31, 2015, compared with $789.1 million in 2014. Schedules 1 and 2 of this news release contain a reconciliation of net operating earnings and operating earnings to GAAP net income and operating income, respectively.
For the three months ended Dec. 31, 2015, NiSource's net operating earnings (non-GAAP) were $99.6 million, or $0.31 per share, compared with $79.6 million, or $0.25 per share, for the same period in 2014. On a GAAP basis, income from continuing operations for the three months ended Dec. 31, 2015 was $64.4 million, or $0.20 per share, compared with $79.5 million, or $0.25 per share, for the same period in 2014.
As outlined in our third quarter update, on July 1, 2015 NiSource successfully completed the separation of Columbia Pipeline Group Inc. (CPG) (NYSE: CPGX) through a distribution of all of the common stock of CPG held by NiSource to NiSource shareholders. CPG financial results for all periods are classified as discontinued operations.
"2015 was a dynamic year of exciting change and progress for NiSource," said NiSource President and CEO Joseph Hamrock. "Our teams executed for our customers through our investment-driven utility business plan while maintaining the commitments outlined throughout the separation of Columbia Pipeline Group. We finished 2015 continuing to build momentum with an eye toward continued growth and enhanced performance in 2016."
NiSource invested a record $1.37 billion across its gas and electric utilities in 2015. Since outlining its $30 billion in identified long-term regulated utility infrastructure investments, the company has now executed against approximately $2 billion of those investments. NiSource expects to invest $1.4 billion in capital during 2016 to continue to modernize and improve its system across all seven states.
Significant NiSource milestones achieved in 2015 included:
Fourth Quarter 2015 Highlights
During the fourth quarter of 2015, NiSource continued to advance its business plan by executing on its customer-focused infrastructure investments and regulatory programs.
Gas Distribution Operations
Electric Operations
"Our well-established utility investment programs continued to produce high value for our customers and investors in 2015," Hamrock said. "Now in our first full year as a pure utility company, we're deeply committed to leadership in safety and service to our customers and communities as core drivers of sustained and growing value."
2016 Guidance, Financial & Growth Commitments Reaffirmed
Hamrock reaffirmed that NiSource expects to deliver non-GAAP net operating earnings per share of $1.00 to $1.10 in 2016. As outlined above, NiSource also expects to make approximately $1.4 billion in planned infrastructure enhancement investments during the year. This 2016 earnings and investment guidance provides the starting point for NiSource's long-term annual earnings per share and dividend growth projections of 4-6 percent annually.
NiSource remains committed to maintaining solid, investment grade credit ratings. Standard & Poor's rates NiSource at BBB+, Moody's rates NiSource at Baa2, and Fitch rates NiSource at BBB- with a positive outlook. As of Dec. 31, 2015, NiSource maintained $1.2 billion in net available liquidity, consisting of cash and available capacity under credit facilities.
Full-Year 2015 Operating Earnings - Segment Results (non-GAAP)
NiSource's consolidated operating earnings (non-GAAP) for the year ended Dec. 31, 2015, were $832.1 million, compared to $777.8 million for the same period in 2014. Refer to Schedule 2 for the items included in 2015 and 2014 GAAP operating income but excluded from operating earnings.
Operating earnings for NiSource's business segments for the year ended Dec. 31, 2015, are discussed below.
Gas Distribution Operations reported operating earnings of $567.8 million for the year ended Dec. 31, 2015, compared with operating earnings of $517.4 million for the prior year period. Net revenues, excluding the impact of trackers, increased by $105.5 million primarily attributable to an increase in regulatory and service programs, including the impact of new rates at CPA, CMA and CVA and the implementation of rates under COH's approved infrastructure replacement program.
Operating expenses, excluding the impact of trackers, increased by $55.1 million due primarily to higher employee and administrative costs, increased depreciation and higher property taxes. Additionally, 2015 included increased outside service costs and higher environmental expenses.
Electric Operations reported operating earnings of $279.5 million for the year ended Dec. 31, 2015, compared with operating earnings of $287.7 million for the prior year period. Net revenues, excluding the impact of trackers, increased by $1.8 million from the comparable 2014 period.
Operating expenses, excluding the impact of trackers, increased by $10.0 million due primarily to increased depreciation due to higher capital expenditures placed in service.
Corporate and Other Operations reported an operating earnings loss of $15.2 million for the year ended Dec. 31, 2015, compared to an operating earnings loss of $27.3 million for the comparable prior period. The change is primarily attributable to lower corporate insurance costs in 2015.
Other Income (Deductions)
Interest expense in 2015 increased by $0.7 million compared to the prior year period.
Other, net reflected income of $17.4 million compared to income of $13.4 million in 2014.
The effective tax rate of net operating earnings was 36.3 percent compared to 37.7 percent for the same period last year.
Fourth Quarter 2015 Operating Earnings - Segment Results (non-GAAP)
NiSource's consolidated operating earnings (non-GAAP) for the three months ended Dec. 31, 2015, were $248.9 million, compared to $227.1 million for the same period in 2014. Refer to Schedule 2 for the items included in 2015 and 2014 GAAP operating income but excluded from operating earnings.
Operating earnings for NiSource's business segments for the three months ended Dec. 31, 2015, are discussed below.
Gas Distribution Operations reported operating earnings of $184.8 million for the three months ended Dec. 31, 2015, compared with operating earnings of $173.8 million for the prior year period. Net revenues, excluding the impact of trackers, increased by $26.9 million primarily attributable to increases in regulatory and service programs, including the impact of new rates at CPA and CMA, as well as the implementation of rates under COH's approved infrastructure replacement program.
Operating expenses, excluding the impact of trackers, increased by $15.9 million due primarily to increased environmental expenses and higher depreciation. Additionally, 2015 included increased employee and administrative costs.
Electric Operations reported operating earnings of $54.1 million for the three months ended Dec. 31, 2015, compared with operating earnings of $63.5 million for the prior year period. Net revenues, excluding the impact of trackers, increased by $4.6 million primarily due to increased environmental investment cost recovery and higher revenues resulting from two electric transmission projects.
Operating expenses, excluding the impact of trackers, increased by $14.0 million due primarily to higher outside service costs, increased depreciation and higher other taxes.
Corporate and Other Operations reported operating earnings of $10.0 million for the three months ended Dec. 31, 2015, compared to an operating earnings loss of $10.2 million for the comparable prior period. The change is primarily due to decreased employee and administrative costs and lower corporate insurance costs in 2015.
Other Income (Deductions)
Interest expense increased by $2.2 million in the last quarter of 2015 compared to the prior year period.
Other, net reflected income of $5.8 million compared to no income or loss in 2014.
The effective tax rate of net operating earnings was 37.9 percent compared to 41.0 percent for the same period last year. The change in the effective tax rate was primarily due to state apportionment changes and permanent items as the result of re-measurement following the separation of CPG.
Regulation G Disclosure Statement
This press release includes financial results and guidance for NiSource with respect to net operating earnings and operating earnings, which are non-GAAP financial measures as defined by the SEC's Regulation G. The company includes such measures because management believes they permit investors to view the company's performance using the same tools that management uses and to better evaluate the Company's ongoing business performance. With respect to such guidance, it should be noted that there will likely be differences between such measures and GAAP equivalents due to various factors, including, but not limited to, fluctuations in weather, environmental laws, the impact of asset sales, separation-related costs, and certain income tax items. NiSource is not able to estimate the impact of such factors on GAAP earnings and, as such, is not providing earnings guidance on a GAAP basis.
About NiSource
NiSource Inc. (NYSE: NI) is one of the largest fully-regulated utility companies in the United States, serving approximately 3.5 million natural gas customers and 500,000 electric customers across seven states through its local Columbia Gas and NIPSCO brands. Based in Merrillville, Indiana, NiSource's more than 7,000 employees are focused on safely delivering reliable and affordable energy to our customers and communities we serve. NiSource has been designated a World's Most Ethical Company by the Ethisphere Institute since 2012 and is a member of the Dow Jones Sustainability – North America Index. Additional information about NiSource, its investments in modern infrastructure and systems, its commitments and its local brands can be found at www.nisource.com. NI-F
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of federal securities laws. These forward-looking statements are subject to various risks and uncertainties. Examples of forward-looking statements in this release include statements and expectations regarding NiSource's business, performance, infrastructure investments and growth. Factors that could cause actual results to differ materially from the projections, forecasts, estimates and expectations discussed in this release include, but are not limited to, NiSource's debt obligations; any changes in NiSource's credit rating; NiSource's ability to execute its growth strategy; changes in general economic, capital and commodity market conditions; pension funding obligations; economic regulation and the impact of regulatory rate reviews; compliance with environmental laws and the costs of associated liabilities; fluctuations in demand from residential and commercial customers; economic conditions of certain industries; the price of energy commodities and related transportation costs; the reliability of customers and suppliers to fulfill their payment and contractual obligations; potential impairments of goodwill or definite-lived intangible assets; changes in taxation and accounting principles; potential incidents and other operating risks associated with our business; the impact of an aging infrastructure; the impact of climate change; potential cyber-attacks; risks associated with construction and natural gas cost and supply; extreme weather conditions; the ability of subsidiaries to generate cash; uncertainties related to the expected benefits of the separation of CPG and other matters set forth in the "Risk Factors" section of NiSource's Annual Report on Form 10-K and in other filings with the Securities and Exchange Commission. NiSource expressly disclaims any duty to update, supplement or amend any of its forward-looking statements contained in this release, whether as a result of new information, subsequent events or otherwise, except as required by applicable law.
NiSource Inc. | |||||||
Consolidated Net Operating Earnings (Non-GAAP) | |||||||
(unaudited) | |||||||
Three Months Ended |
Twelve Months Ended | ||||||
December 31, |
December 31, | ||||||
(in millions, except per share amounts) |
2015 |
2014 |
2015 |
2014 | |||
Net Revenues |
|||||||
Gas Distribution |
$ 510.3 |
$ 718.3 |
$ 2,093.1 |
$ 2,578.4 | |||
Gas Transportation |
229.9 |
276.8 |
969.8 |
987.2 | |||
Electric |
377.4 |
392.1 |
1,577.3 |
1,677.1 | |||
Other |
7.3 |
4.8 |
27.2 |
15.2 | |||
Gross Revenues |
1,124.9 |
1,392.0 |
4,667.4 |
5,257.9 | |||
Cost of Sales (excluding depreciation and amortization) |
336.4 |
603.3 |
1,643.7 |
2,372.7 | |||
Total Net Revenues |
788.5 |
788.7 |
3,023.7 |
2,885.2 | |||
Operating Expenses |
|||||||
Operation and maintenance |
316.9 |
312.3 |
1,230.9 |
1,206.2 | |||
Operation and maintenance - trackers |
30.4 |
64.5 |
180.2 |
161.1 | |||
Depreciation and amortization |
128.5 |
122.6 |
508.6 |
483.8 | |||
Depreciation and amortization - trackers |
4.9 |
1.2 |
15.8 |
3.1 | |||
Other taxes |
43.2 |
40.3 |
186.9 |
179.3 | |||
Other taxes - trackers |
15.7 |
20.7 |
69.2 |
73.9 | |||
Total Operating Expenses |
539.6 |
561.6 |
2,191.6 |
2,107.4 | |||
Operating Earnings |
248.9 |
227.1 |
832.1 |
777.8 | |||
Other Income (Deductions) |
|||||||
Interest expense, net |
(94.3) |
(92.1) |
(380.2) |
(379.5) | |||
Other, net |
5.8 |
— |
17.4 |
13.4 | |||
Total Other Deductions |
(88.5) |
(92.1) |
(362.8) |
(366.1) | |||
Operating Earnings From Continuing Operations |
|||||||
Before Income Taxes |
160.4 |
135.0 |
469.3 |
411.7 | |||
Income Taxes |
60.8 |
55.4 |
170.5 |
155.3 | |||
Net Operating Earnings from Continuing Operations |
99.6 |
79.6 |
298.8 |
256.4 | |||
GAAP Adjustment |
(35.2) |
(0.1) |
(100.2) |
(0.2) | |||
GAAP Income from Continuing Operations |
$ 64.4 |
$ 79.5 |
$ 198.6 |
$ 256.2 | |||
Basic Net Operating Earnings Per Share from Continuing Operations |
$ 0.31 |
$ 0.25 |
$ 0.94 |
$ 0.81 | |||
GAAP Basic Earnings Per Share from Continuing Operations |
$ 0.20 |
$ 0.25 |
$ 0.63 |
$ 0.81 | |||
Basic Average Common Shares Outstanding |
318.8 |
315.8 |
317.7 |
315.1 | |||
NiSource Inc. | |||||||
Segment Operating Earnings (Non-GAAP) | |||||||
(unaudited) | |||||||
Three Months Ended |
Twelve Months Ended | ||||||
Gas Distribution Operations |
December 31, |
December 31, | |||||
(in millions) |
2015 |
2014 |
2015 |
2014 | |||
Net Revenues |
|||||||
Sales revenues |
$ 743.3 |
$ 999.0 |
$ 3,080.3 |
$ 3,574.5 | |||
Less: Cost of gas sold |
225.6 |
467.9 |
1,155.5 |
1,762.7 | |||
Net Revenues |
517.7 |
531.1 |
1,924.8 |
1,811.8 | |||
Operating Expenses |
|||||||
Operation and maintenance |
208.2 |
197.7 |
796.4 |
763.6 | |||
Operation and maintenance - trackers |
22.9 |
58.2 |
148.9 |
136.7 | |||
Depreciation and amortization |
59.8 |
55.9 |
232.6 |
217.6 | |||
Other taxes |
26.3 |
24.8 |
109.9 |
102.6 | |||
Other taxes - trackers |
15.7 |
20.7 |
69.2 |
73.9 | |||
Total Operating Expenses |
332.9 |
357.3 |
1,357.0 |
1,294.4 | |||
Operating Earnings |
$ 184.8 |
$ 173.8 |
$ 567.8 |
$ 517.4 | |||
GAAP Adjustment |
(23.9) |
0.8 |
(12.0) |
19.6 | |||
GAAP Operating Income |
$ 160.9 |
$ 174.6 |
$ 555.8 |
$ 537.0 | |||
Three Months Ended |
Twelve Months Ended | ||||||
Electric Operations |
December 31, |
December 31, | |||||
(in millions) |
2015 |
2014 |
2015 |
2014 | |||
Net Revenues |
|||||||
Sales revenues |
$ 377.5 |
$ 392.4 |
$ 1,578.8 |
$ 1,678.5 | |||
Less: Cost of sales |
110.9 |
135.5 |
488.4 |
609.7 | |||
Net Revenues |
266.6 |
256.9 |
1,090.4 |
1,068.8 | |||
Operating Expenses |
|||||||
Operation and maintenance |
122.2 |
113.4 |
448.1 |
450.5 | |||
Operation and maintenance - trackers |
7.5 |
6.3 |
31.3 |
24.4 | |||
Depreciation and amortization |
63.5 |
60.3 |
251.9 |
241.3 | |||
Depreciation and amortization - trackers |
4.9 |
1.2 |
15.8 |
3.1 | |||
Other taxes |
14.4 |
12.2 |
63.8 |
61.8 | |||
Total Operating Expenses |
212.5 |
193.4 |
810.9 |
781.1 | |||
Operating Earnings |
$ 54.1 |
$ 63.5 |
$ 279.5 |
$ 287.7 | |||
GAAP Adjustment |
(3.9) |
0.5 |
(15.1) |
(5.0) | |||
GAAP Operating Income |
$ 50.2 |
$ 64.0 |
$ 264.4 |
$ 282.7 | |||
Three Months Ended |
Twelve Months Ended | ||||||
Corporate and Other Operations |
December 31, |
December 31, | |||||
(in millions) |
2015 |
2014 |
2015 |
2014 | |||
Operating Earnings (Loss) |
$ 10.0 |
$ (10.2) |
$ (15.2) |
$ (27.3) | |||
GAAP Adjustment |
(1.6) |
(1.5) |
(5.1) |
(3.3) | |||
GAAP Operating Earnings (Loss) |
$ 8.4 |
$ (11.7) |
$ (20.3) |
$ (30.6) | |||
NiSource Inc. | |||||||
Segment Volumes and Statistical Data | |||||||
Three Months Ended |
Twelve Months Ended | ||||||
December 31, |
December 31, | ||||||
Gas Distribution Operations |
2015 |
2014 |
2015 |
2014 | |||
Sales and Transportation (MMDth) |
|||||||
Residential |
64.0 |
88.3 |
262.0 |
295.2 | |||
Commercial |
41.3 |
54.6 |
171.5 |
189.6 | |||
Industrial |
124.9 |
128.2 |
522.7 |
512.9 | |||
Off System |
8.0 |
9.3 |
32.7 |
44.9 | |||
Other |
1.7 |
— |
(0.2) |
(0.1) | |||
Total |
239.9 |
280.4 |
988.7 |
1,042.5 | |||
Weather Adjustment |
36.5 |
(2.6) |
8.2 |
(36.4) | |||
Sales and Transportation Volumes - Excluding Weather |
276.4 |
277.8 |
996.9 |
1,006.1 | |||
Heating Degree Days |
1,523 |
2,084 |
5,459 |
6,176 | |||
Normal Heating Degree Days |
2,034 |
2,034 |
5,610 |
5,610 | |||
% Colder (Warmer) than Normal |
(25)% |
2% |
(3)% |
10% | |||
Customers |
|||||||
Residential |
3,113,324 |
3,098,052 | |||||
Commercial |
283,357 |
282,749 | |||||
Industrial |
7,578 |
7,637 | |||||
Other |
13 |
15 | |||||
Total |
3,404,272 |
3,388,453 | |||||
Three Months Ended |
Twelve Months Ended | ||||||
December 31, |
December 31, | ||||||
Electric Operations |
2015 |
2014 |
2015 |
2014 | |||
Sales (Gigawatt Hours) |
|||||||
Residential |
725.3 |
779.6 |
3,309.9 |
3,384.2 | |||
Commercial |
931.0 |
932.2 |
3,866.8 |
3,864.2 | |||
Industrial |
2,258.4 |
2,546.6 |
9,249.1 |
10,114.2 | |||
Wholesale |
— |
190.2 |
194.8 |
675.5 | |||
Other |
32.5 |
43.5 |
137.7 |
148.2 | |||
Total |
3,947.2 |
4,492.1 |
16,758.3 |
18,186.3 | |||
Weather Adjustment |
45.3 |
(7.0) |
64.7 |
72.3 | |||
Sales Volumes - Excluding Weather |
3,992.5 |
4,485.1 |
16,823.0 |
18,258.6 | |||
Cooling Degree Days |
762 |
663 | |||||
Normal Cooling Degree Days |
806 |
806 | |||||
% Colder than Normal |
(5)% |
(18)% | |||||
Electric Customers |
|||||||
Residential |
404,889 |
403,272 | |||||
Commercial |
55,053 |
54,635 | |||||
Industrial |
2,343 |
2,352 | |||||
Wholesale |
743 |
751 | |||||
Other |
6 |
5 | |||||
Total |
463,034 |
461,015 | |||||
NiSource Inc. | |||||||
Schedule 1 - Reconciliation of Net Operating Earnings to GAAP | |||||||
Three Months Ended |
Twelve Months Ended | ||||||
December 31, |
December 31, | ||||||
(in millions, except per share amounts) |
2015 |
2014 |
2015 |
2014 | |||
Net Operating Earnings from Continuing Operations |
$ 99.6 |
$ 79.6 |
$ 298.8 |
$ 256.4 | |||
Items excluded from operating earnings |
|||||||
Net Revenues: |
|||||||
Weather - compared to normal |
(27.1) |
1.3 |
(15.6) |
14.3 | |||
Operating Expenses: |
|||||||
Environmental costs |
(0.7) |
— |
(10.7) |
— | |||
Transaction costs |
(1.2) |
— |
(4.3) |
— | |||
Loss on sale of assets |
(0.4) |
(1.5) |
(1.6) |
(3.0) | |||
Total items excluded from operating earnings |
(29.4) |
(0.2) |
(32.2) |
11.3 | |||
Other Deductions: |
|||||||
Loss on early extinguishment of long-term debt |
— |
— |
(97.2) |
— | |||
Income taxes - discrete items |
(14.5) |
— |
(17.8) |
(7.4) | |||
Tax effect of above items |
8.7 |
0.1 |
47.0 |
(4.1) | |||
Total items excluded from net operating earnings |
(35.2) |
(0.1) |
(100.2) |
(0.2) | |||
GAAP Income from Continuing Operations |
$ 64.4 |
$ 79.5 |
$ 198.6 |
$ 256.2 | |||
Basic Average Common Shares Outstanding |
318.8 |
315.8 |
317.7 |
315.1 | |||
Basic Net Operating Earnings Per Share from Continuing Operations |
$ 0.31 |
$ 0.25 |
$ 0.94 |
$ 0.81 | |||
Items excluded from net operating earnings (after-tax) |
(0.11) |
— |
(0.31) |
— | |||
GAAP Basic Earnings Per Share from Continuing Operations |
$ 0.20 |
$ 0.25 |
$ 0.63 |
$ 0.81 | |||
NiSource Inc. | |||||||
Schedule 2 - Adjustments by Segment from Operating Earnings to GAAP | |||||||
For the Quarter ended December 31, | |||||||
Electric |
|||||||
Gas |
Corporate & Other |
||||||
2015(in millions) |
Total | ||||||
Operating Earnings |
$ 184.8 |
$ 54.1 |
$ 10.0 |
$ 248.9 | |||
Net Revenues: |
|||||||
Weather - compared to normal |
(23.9) |
(3.2) |
— |
(27.1) | |||
Total Impact - Net Revenues |
(23.9) |
(3.2) |
— |
(27.1) | |||
Operating Expenses: |
|||||||
Environmental costs |
— |
(0.7) |
— |
(0.7) | |||
Transaction costs |
— |
— |
(1.2) |
(1.2) | |||
Loss on sale of assets |
— |
— |
(0.4) |
(0.4) | |||
Total Impact - Operating Expenses |
— |
(0.7) |
(1.6) |
(2.3) | |||
Total Impact - Operating Loss |
$ (23.9) |
$ (3.9) |
$ (1.6) |
$ (29.4) | |||
Operating Income - GAAP |
$ 160.9 |
$ 50.2 |
$ 8.4 |
$ 219.5 | |||
Electric |
|||||||
Gas |
Corporate & Other |
||||||
2014(in millions) |
Total | ||||||
Operating Earnings (Loss) |
$ 173.8 |
$ 63.5 |
$ (10.2) |
$ 227.1 | |||
Net Revenues: |
|||||||
Weather - compared to normal |
0.8 |
0.5 |
— |
1.3 | |||
Total Impact - Net Revenues |
0.8 |
0.5 |
— |
1.3 | |||
Operating Expenses: |
|||||||
Loss on sale of assets |
— |
— |
(1.5) |
(1.5) | |||
Total Impact - Operating Expenses |
— |
— |
(1.5) |
(1.5) | |||
Total Impact - Operating Income (Loss) |
$ 0.8 |
$ 0.5 |
$ (1.5) |
$ (0.2) | |||
Operating Income (Loss) - GAAP |
$ 174.6 |
$ 64.0 |
$ (11.7) |
$ 226.9 | |||
NiSource Inc. | |||||||
Schedule 2 - Adjustments by Segment from Operating Earnings to GAAP | |||||||
For the Twelve Months Ended December 31, | |||||||
Electric |
|||||||
Gas |
Corporate & Other |
||||||
2015(in millions) |
Total | ||||||
Operating Earnings (Loss) |
$ 567.8 |
$ 279.5 |
$ (15.2) |
$ 832.1 | |||
Net Revenues: |
|||||||
Weather - compared to normal |
(11.2) |
(4.4) |
— |
(15.6) | |||
Total Impact - Net Revenues |
(11.2) |
(4.4) |
— |
(15.6) | |||
Operating Expenses: |
|||||||
Environmental costs |
— |
(10.7) |
— |
(10.7) | |||
Transaction costs |
— |
— |
(4.3) |
(4.3) | |||
Loss on sale of assets |
(0.8) |
— |
(0.8) |
(1.6) | |||
Total Impact - Operating Expenses |
(0.8) |
(10.7) |
(5.1) |
(16.6) | |||
Total Impact - Operating Loss |
$ (12.0) |
$ (15.1) |
$ (5.1) |
$ (32.2) | |||
Operating Income (Loss) - GAAP |
$ 555.8 |
$ 264.4 |
$ (20.3) |
$ 799.9 | |||
Electric |
|||||||
Gas |
Corporate & Other |
||||||
2014(in millions) |
Total | ||||||
Operating Earnings (Loss) |
$ 517.4 |
$ 287.7 |
$ (27.3) |
$ 777.8 | |||
Net Revenues: |
|||||||
Weather - compared to normal |
19.4 |
(5.1) |
— |
14.3 | |||
Total Impact - Net Revenues |
19.4 |
(5.1) |
— |
14.3 | |||
Operating Expenses: |
|||||||
Gain (Loss) on sale of assets |
0.2 |
0.1 |
(3.3) |
(3.0) | |||
Total Impact - Operating Expenses |
0.2 |
0.1 |
(3.3) |
(3.0) | |||
Total Impact - Operating Income (Loss) |
$ 19.6 |
$ (5.0) |
$ (3.3) |
$ 11.3 | |||
Operating Income (Loss) - GAAP |
$ 537.0 |
$ 282.7 |
$ (30.6) |
$ 789.1 | |||
NiSource Inc. | |||||||
Consolidated Income Statements (GAAP) | |||||||
(unaudited) | |||||||
Three Months Ended |
Twelve Months Ended | ||||||
December 31, |
December 31, | ||||||
(in millions, except per share amounts) |
2015 |
2014 |
2015 |
2014 | |||
Net Revenues |
|||||||
Gas Distribution |
$ 486.4 |
$ 719.0 |
$ 2,081.9 |
$ 2,597.8 | |||
Gas Transportation |
229.9 |
276.9 |
969.8 |
987.4 | |||
Electric |
374.2 |
392.6 |
1,572.9 |
1,672.0 | |||
Other |
7.3 |
4.8 |
27.2 |
15.2 | |||
Gross Revenues |
1,097.8 |
1,393.3 |
4,651.8 |
5,272.4 | |||
Cost of Sales (excluding depreciation and amortization) |
336.4 |
603.3 |
1,643.7 |
2,372.9 | |||
Total Net Revenues |
761.4 |
790.0 |
3,008.1 |
2,899.5 | |||
Operating Expenses |
|||||||
Operation and maintenance |
349.2 |
376.8 |
1,426.1 |
1,367.3 | |||
Depreciation and amortization |
133.4 |
123.8 |
524.4 |
486.9 | |||
Loss on sale of assets and impairments, net |
0.4 |
1.5 |
1.6 |
3.0 | |||
Other taxes |
58.9 |
61.0 |
256.1 |
253.2 | |||
Total Operating Expenses |
541.9 |
563.1 |
2,208.2 |
2,110.4 | |||
Operating Income |
219.5 |
226.9 |
799.9 |
789.1 | |||
Other Income (Deductions) |
|||||||
Interest expense, net |
(94.3) |
(92.1) |
(380.2) |
(379.5) | |||
Other, net |
5.8 |
— |
17.4 |
13.4 | |||
Loss on early extinguishment of long-term debt |
— |
— |
(97.2) |
— | |||
Total Other Deductions |
(88.5) |
(92.1) |
(460.0) |
(366.1) | |||
Income from Continuing Operations before Income Taxes |
131.0 |
134.8 |
339.9 |
423.0 | |||
Income Taxes |
66.6 |
55.3 |
141.3 |
166.8 | |||
Income from Continuing Operations |
64.4 |
79.5 |
198.6 |
256.2 | |||
Income (loss) from Discontinued Operations - net of taxes |
(5.0) |
74.7 |
103.5 |
273.8 | |||
Net Income |
59.4 |
154.2 |
302.1 |
530.0 | |||
Less: Net income attributable to noncontrolling interest |
— |
— |
15.6 |
— | |||
Net Income attributable to NiSource |
$ 59.4 |
$ 154.2 |
$ 286.5 |
$ 530.0 | |||
Amounts attributable to NiSource: |
|||||||
Income from continuing operations |
$ 64.4 |
$ 79.5 |
$ 198.6 |
$ 256.2 | |||
Income (loss) from discontinued operations |
(5.0) |
74.7 |
87.9 |
273.8 | |||
Net Income attributable to NiSource |
$ 59.4 |
$ 154.2 |
$ 286.5 |
$ 530.0 | |||
Basic Earnings (Loss) Per Share |
|||||||
Continuing operations |
$ 0.20 |
$ 0.25 |
$ 0.63 |
$ 0.81 | |||
Discontinued operations |
(0.01) |
0.24 |
0.27 |
0.87 | |||
Basic Earnings Per Share |
$ 0.19 |
$ 0.49 |
$ 0.90 |
$ 1.68 | |||
Diluted Earnings (Loss) Per Share |
|||||||
Continuing operations |
$ 0.20 |
$ 0.25 |
$ 0.63 |
$ 0.81 | |||
Discontinued operations |
(0.01) |
0.24 |
0.27 |
0.86 | |||
Diluted Earnings Per Share |
$ 0.19 |
$ 0.49 |
$ 0.90 |
$ 1.67 | |||
Basic Average Common Shares Outstanding |
318.8 |
315.8 |
317.7 |
315.1 | |||
Diluted Average Common Shares |
321.1 |
317.5 |
319.8 |
316.6 | |||
NiSource Inc. | |||
Consolidated Balance Sheets (GAAP) | |||
(unaudited) | |||
December 31, |
December 31, | ||
(in millions) |
2015 |
2014 | |
ASSETS |
|||
Property, Plant and Equipment |
|||
Utility plant |
$ 18,946.9 |
$ 17,668.4 | |
Accumulated depreciation and amortization |
(6,853.4) |
(6,629.5) | |
Net utility plant |
12,093.5 |
11,038.9 | |
Other property, at cost, less accumulated depreciation |
18.0 |
18.5 | |
Net Property, Plant and Equipment |
12,111.5 |
11,057.4 | |
Investments and Other Assets |
|||
Unconsolidated affiliates |
6.9 |
8.3 | |
Other investments |
187.7 |
204.8 | |
Total Investments and Other Assets |
194.6 |
213.1 | |
Current Assets |
|||
Cash and cash equivalents |
15.5 |
24.9 | |
Restricted cash |
29.7 |
24.9 | |
Accounts receivable (less reserve of $20.3 and $24.9, respectively) |
660.0 |
920.8 | |
Gas inventory |
343.5 |
440.3 | |
Underrecovered gas costs |
34.8 |
32.0 | |
Material and supplies, at average cost |
86.8 |
81.1 | |
Electric production fuel, at average cost |
106.3 |
64.8 | |
Exchange gas receivable |
21.0 |
28.3 | |
Assets of discontinued operations |
— |
283.4 | |
Regulatory assets |
172.1 |
187.4 | |
Prepayments and other |
107.5 |
106.5 | |
Total Current Assets |
1,577.2 |
2,194.4 | |
Other Assets |
|||
Regulatory assets |
1,599.8 |
1,544.5 | |
Goodwill |
1,690.7 |
1,690.7 | |
Intangible assets |
253.7 |
264.7 | |
Assets of discontinued operations |
— |
7,546.0 | |
Deferred charges and other |
65.0 |
79.0 | |
Total Other Assets |
3,609.2 |
11,124.9 | |
Total Assets |
$ 17,492.5 |
$ 24,589.8 | |
NiSource Inc. | |||
Consolidated Balance Sheets (GAAP) (continued) | |||
(unaudited) | |||
December 31, |
December 31, | ||
(in millions, except share amounts) |
2015 |
2014 | |
CAPITALIZATION AND LIABILITIES |
|||
Capitalization |
|||
Common Stockholders' Equity |
|||
Common stock - $0.01 par value, 400,000,000 shares authorized; 319,110,083 and 316,037,421 shares outstanding, respectively |
$ 3.2 |
$ 3.2 | |
Additional paid-in capital |
5,078.0 |
4,787.6 | |
Retained earnings (deficit) |
(1,123.3) |
1,494.0 | |
Accumulated other comprehensive loss |
(35.1) |
(50.6) | |
Treasury stock |
(79.3) |
(58.9) | |
Total Common Stockholders' Equity |
3,843.5 |
6,175.3 | |
Long-term debt, excluding amounts due within one year |
5,948.5 |
8,151.5 | |
Total Capitalization |
9,792.0 |
14,326.8 | |
Current Liabilities |
|||
Current portion of long-term debt |
433.7 |
266.6 | |
Short-term borrowings |
567.4 |
1,576.9 | |
Accounts payable |
433.4 |
610.1 | |
Customer deposits and credits |
316.3 |
280.9 | |
Taxes accrued |
183.5 |
169.2 | |
Interest accrued |
129.0 |
140.7 | |
Overrecovered gas and fuel costs |
148.1 |
45.6 | |
Exchange gas payable |
62.3 |
101.5 | |
Deferred revenue |
6.6 |
3.4 | |
Regulatory liabilities |
83.3 |
61.1 | |
Accrued liability for postretirement and postemployment benefits |
4.9 |
5.3 | |
Liabilities of discontinued operations |
0.3 |
369.0 | |
Legal and environmental |
37.6 |
22.7 | |
Accrued compensation and employee benefits |
136.4 |
166.8 | |
Other accruals |
114.7 |
144.5 | |
Total Current Liabilities |
2,657.5 |
3,964.3 | |
Other Liabilities and Deferred Credits |
|||
Deferred income taxes |
2,365.3 |
2,165.8 | |
Deferred investment tax credits |
14.8 |
17.1 | |
Deferred credits |
90.7 |
100.9 | |
Accrued liability for postretirement and postemployment benefits |
759.7 |
733.9 | |
Liabilities of discontinued operations |
— |
1,558.4 | |
Regulatory liabilities |
1,350.4 |
1,379.6 | |
Asset retirement obligations |
254.0 |
136.2 | |
Other noncurrent liabilities |
208.1 |
206.8 | |
Total Other Liabilities and Deferred Credits |
5,043.0 |
6,298.7 | |
Commitments and Contingencies |
— |
— | |
Total Capitalization and Liabilities |
$ 17,492.5 |
$ 24,589.8 | |
NiSource Inc. | |||
Statements of Consolidated Cash Flows (GAAP) | |||
(unaudited) | |||
Year Ended December 31, (in millions) |
2015 |
2014 | |
Operating Activities |
|||
Net Income |
$ 302.1 |
$ 530.0 | |
Adjustments to Reconcile Net Income to Net Cash from Continuing Operations: |
|||
Loss on early extinguishment of debt |
97.2 |
— | |
Depreciation and amortization |
524.4 |
486.9 | |
Net changes in price risk management assets and liabilities |
3.7 |
2.6 | |
Deferred income taxes and investment tax credits |
135.3 |
161.4 | |
Deferred revenue |
7.2 |
(0.1) | |
Stock compensation expense and 401(k) profit sharing contribution |
50.7 |
66.0 | |
Loss on sale of assets and impairment, net |
1.6 |
3.0 | |
Income (loss) from unconsolidated affiliates |
0.6 |
0.8 | |
Income from discontinued operations - net of taxes |
(103.5) |
(273.8) | |
Amortization of discount/premium on debt |
8.7 |
10.0 | |
AFUDC equity |
(11.5) |
(10.7) | |
Changes in Assets and Liabilities |
|||
Accounts receivable |
262.2 |
(42.8) | |
Income tax receivable |
(0.6) |
2.3 | |
Inventories |
46.9 |
(115.9) | |
Accounts payable |
(190.5) |
29.9 | |
Customer deposits and credits |
35.5 |
29.8 | |
Taxes accrued |
8.7 |
4.5 | |
Interest accrued |
(11.6) |
4.3 | |
Overrecovered gas and fuel costs |
99.6 |
27.9 | |
Exchange gas receivable/payable |
(31.7) |
(43.9) | |
Other accruals |
(55.1) |
4.4 | |
Prepayments and other current assets |
0.7 |
(4.5) | |
Regulatory assets/liabilities |
(17.6) |
(255.6) | |
Postretirement and postemployment benefits |
25.6 |
136.0 | |
Deferred credits |
(10.1) |
9.1 | |
Deferred charges and other noncurrent assets |
5.2 |
3.9 | |
Other noncurrent liabilities |
(20.3) |
(4.3) | |
Net Operating Activities from Continuing Operations |
1,163.4 |
761.2 | |
Net Operating Activities from Discontinued Operations |
293.4 |
558.4 | |
Net Cash Flows from Operating Activities |
1,456.8 |
1,319.6 | |
Investing Activities |
|||
Capital expenditures |
(1,360.7) |
(1,282.5) | |
Proceeds from disposition of assets |
4.5 |
4.7 | |
Restricted cash withdrawals (deposits) |
(4.8) |
(17.1) | |
Cash contributions from CPG |
3,798.2 |
— | |
Other investing activities |
(62.2) |
(18.6) | |
Net Investing Activities from (used for) Continuing Operations |
2,375.0 |
(1,313.5) | |
Net Investing Activities used for Discontinued Operations |
(430.1) |
(803.1) | |
Net Cash Flows from (used for) Investing Activities |
1,944.9 |
(2,116.6) | |
Financing Activities |
|||
Cash of CPG at Separation |
(136.8) |
— | |
Issuance of long-term debt |
— |
748.4 | |
Repayments of long-term debt and capital lease obligations |
(2,092.2) |
(521.0) | |
Premiums and other debt related costs |
(93.5) |
(8.7) | |
Change in short-term borrowings, net |
(936.4) |
878.1 | |
Issuance of common stock |
22.5 |
30.3 | |
Acquisition of treasury stock |
(20.4) |
(10.2) | |
Dividends paid - common stock |
(263.4) |
(321.3) | |
Net Financing Activities from (used for) Continuing Operations |
(3,520.2) |
795.6 | |
Net Financing Activities from Discontinued Operations |
108.6 |
— | |
Net Cash Flow from (used for) Financing Activities |
(3,411.6) |
795.6 | |
Change in cash and cash equivalents from continuing operations |
18.2 |
243.3 | |
Change in cash and cash equivalents used for discontinued operations |
(28.1) |
(244.7) | |
Change in cash included in discontinued operations |
0.5 |
(0.2) | |
Cash and cash equivalents at beginning of period |
24.9 |
26.5 | |
Cash and Cash Equivalents at End of Period |
$ 15.5 |
$ 24.9 |
SOURCE NiSource Inc.
HOUSTON, Jan. 29, 2016 /PRNewswire/ -- Columbia Pipeline Partners LP ("CPPL") (NYSE: CPPL) announced that Peggy A. Heeg has joined its board of directors.
"Peggy brings 30 years of energy and management experience to our board. Peggy's strategic knowledge of the midstream business and master limited partnerships will strengthen our board," Board Chairman Robert C. Skaggs, Jr. noted. "We are pleased to welcome Peggy to our team."
Ms. Heeg is a corporate partner and has served on the Executive Committee of Norton Rose Fulbright US LLP, a leading global law firm. She previously served as Executive Vice President and General Counsel of the El Paso Corporation.
Ms. Heeg served as an independent director, chaired the Nomination and Governance Committee and served on the Audit and Conflicts Committees of Eagle Rock Energy Partners from July 2010 through the October 2015 sale of the partnership. She has volunteered for numerous charitable organizations in the Houston area and has served on the board of directors of the DePelchin Children's Center and the United Way of Greater Houston.
Other members of the CPPL board of directors include: G. Stephen Finley, Thomas W. Hofmann, Glen L. Kettering, Stephen P. Smith, Robert Smith, Stanley Chapman III and Mr. Skaggs.
For more information on CPPL and corporate governance, visit the investor relations section of our website at www.columbiapipelinepartners.com.
About Columbia Pipeline Partners LP
Columbia Pipeline Partners LP, based in Houston, Texas, is a fee-based, growth-oriented master limited partnership formed to own, operate and develop a growing portfolio of natural gas pipelines, storage and related midstream assets.
Columbia Pipeline Partners' business and operations are conducted through CPG OpCo LP and its subsidiaries, which own and operate substantially all of the natural gas transmission, storage and midstream assets of Columbia Pipeline Group, Inc. Columbia Pipeline Group operates approximately 15,000 miles of strategically located interstate pipelines extending from New York to the Gulf of Mexico, one of the nation's largest underground natural gas storage systems, and a growing portfolio of related gathering and processing assets. The majority of its assets overlay the Marcellus and Utica Shale production areas. Additional information can be found at www.columbiapipelinepartners.com and www.cpg.com.
About Columbia Pipeline Group, Inc.
Columbia Pipeline Group, Inc. operates approximately 15,000 miles of strategically located interstate pipeline, gathering and processing assets extending from New York to the Gulf of Mexico, including an extensive footprint in the Marcellus and Utica shale production areas. Columbia Pipeline Group, Inc. also operates one of the nation's largest underground natural gas storage systems. Columbia Pipeline Group, Inc. is listed on the NYSE under the ticker symbol CPGX. Additional information can be found at www.cpg.com.
Forward-Looking Statement
This release may include "forward-looking statements" within the meaning of federal securities laws. Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond CPPL's control. All statements, other than historical facts included in this release, are forward-looking statements. All forward-looking statements speak only as of the date of this release. Although CPG believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. For a full discussion of these risks and uncertainties, please refer to the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2014 and the information included in subsequent filings made with the SEC. Additional information will also be set forth in our Annual Report on Form 10-K for the year ended December 31, 2015.
SOURCE Columbia Pipeline Partners LP
HOUSTON, Jan. 29, 2016 /PRNewswire/ -- The Board of Directors of Columbia Pipeline Group, Inc. (NYSE: CPGX) ("CPG") today approved a quarterly dividend payment of 12.875 cents per share, payable February 19, 2016, to common stockholders of record at the close of business February 8, 2016.
"Today's announcement delivers on one of our core commitments as an independent pipeline, midstream and storage company," CPG Chairman and Chief Executive Officer Robert C. Skaggs, Jr. said. "Our stable and predictable cash flow combined with an extensive and, indeed, transformational inventory of growth and modernization investments, provides a clear line of sight on delivering enhanced shareholder value through consistent EBITDA and dividend growth. We fully expect to deliver average annual dividend growth of at least 15 percent, as measured on a fourth quarter to fourth quarter basis. We believe CPG provides an attractive investment proposition by any standard, clearly even more compelling in the current environment."
About Columbia Pipeline Group, Inc.
Columbia Pipeline Group, Inc. operates approximately 15,000 miles of strategically located interstate pipeline, gathering and processing assets extending from New York to the Gulf of Mexico, including an extensive footprint in the Marcellus and Utica Shale production areas. Columbia Pipeline Group also operates one of the nation's largest underground natural gas storage systems. Columbia Pipeline Group is listed on the NYSE under the ticker symbol CPGX. Additional information can be found at www.cpg.com.
Forward Looking Statements
This release may include "forward-looking statements" within the meaning of federal securities laws. Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the CPG's control. All statements, other than historical facts included in this release, are forward-looking statements. All forward-looking statements speak only as of the date of this release. Although CPG believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements.
CPG's business may be influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond the CPG's control. These factors include, but are not limited to, changes to business plans as circumstances warrant. For a full discussion of these risks and uncertainties, please refer to the "Risk Factors" section of the CPG's Registration Statement on Form 10 dated and filed with the Securities Exchange Commission on February 6, 2015, as amended and declared effective on June 2, 2015. Additional information will also be set forth in CPG's Annual Report on Form 10-K for the year ended December 31, 2015.CPG refers you to those discussions for further information.
SOURCE Columbia Pipeline Group, Inc.
HOUSTON, Jan. 29, 2016 /PRNewswire/ -- The Board of Directors of CPP GP LLC, as general partner of Columbia Pipeline Partners LP (NYSE: CPPL) ("CPPL" or the "Partnership"), a Columbia Pipeline Group, Inc. (NYSE: CPGX) company, today approved a quarterly distribution payment of $0.18 per unit for CPPL, payable on February 19, 2016, to both common and subordinated unit holders of record at the close of business on February 11, 2016. This distribution represents an approximately 4.3 percent increase over the prior quarter's distribution of $0.1725 per unit.
"Despite the prolonged dislocation of the financial markets, the fundamentals for Columbia Pipeline Partners are as strong as ever," said Robert C. Skaggs Jr., chairman and chief executive officer of CPP GP LLC, the general partner of CPPL. "Our footprint, growth profile and robust liquidity levels continue to distinguish CPPL and are expected to drive 20 percent annual distribution growth through 2020, as measured by the distribution paid in the fourth quarter of each calendar year," said Skaggs.
1446 Qualified Notice
This notice is intended to serve as qualified notice to nominees pursuant to Treasury Regulation 1.1446-4(b). All of the partnership's distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, the partnership's distributions to foreign investors are subject to U.S. federal income tax withholding at the highest applicable effective tax rate.
About Columbia Pipeline Partners LP
Columbia Pipeline Partners LP, based in Houston, Texas, is a fee-based, growth-oriented master limited partnership formed to own, operate and develop a growing portfolio of natural gas pipelines, storage and related midstream assets.
Columbia Pipeline Partners' business and operations are conducted through CPG OpCo LP and its subsidiaries, which own and operate substantially all of the natural gas transmission, storage and midstream assets of Columbia Pipeline Group, Inc. Columbia Pipeline Group operates approximately 15,000 miles of strategically located interstate pipelines extending from New York to the Gulf of Mexico, one of the nation's largest underground natural gas storage systems, and a growing portfolio of related gathering and processing assets. The majority of its assets overlay the Marcellus and Utica Shale production areas. Additional information can be found at www.columbiapipelinepartners.com and www.cpg.com.
Forward Looking Statements
This release may include "forward-looking statements" within the meaning of federal securities laws. Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Partnership's control. All statements, other than historical facts included in this release, are forward-looking statements. All forward-looking statements speak only as of the date of this release. Although the Partnership believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements.
The Partnership's business may be influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond the Partnership's control. These factors include, but are not limited to, changes to business plans as circumstances warrant. For a full discussion of these risks and uncertainties, please refer to the "Risk Factors" section of the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and the information included in subsequent filings it makes with the SEC. Additional information will also be set forth in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2015. The Partnership refers you to those discussions for further information.
SOURCE Columbia Pipeline Partners LP
HOUSTON, Jan. 28, 2016 /PRNewswire/ -- Columbia Pipeline Group, Inc. (NYSE: CPGX) and Columbia Pipeline Partners LP (NYSE: CPPL) will host a joint investor conference call at 9:00 a.m. ET (8:00 a.m. CT) on Thursday, February 18, 2016, to review their fourth quarter and year end 2015 financial results.
Columbia Pipeline Group and Columbia Pipeline Partners will each release its fourth quarter and year end 2015 earnings before U.S. financial markets open on February 18.
All interested parties may listen to the conference call live on February 18 by logging onto the Columbia Pipeline Group or Columbia Pipeline Partners investor relations website at http://investors.cpg.com or http://investors.columbiapipelinepartners.com, respectively.
A replay of the call will be available beginning at 1:00 pm ET on February 18, through 11:59 p.m. ET on February 25. To access the recording, call (855) 859-2056 and enter conference ID 25506873. For international participants to hear the replay, please dial (404) 537-3406 and enter the same pass code as above, 25506873. A recording of the call will also be archived on both the Columbia Pipeline Group and Columbia Pipeline Partners websites.
About Columbia Pipeline Group, Inc.
Columbia Pipeline Group, Inc. operates approximately 15,000 miles of strategically located interstate pipeline, gathering and processing assets extending from New York to the Gulf of Mexico, including an extensive footprint in the Marcellus and Utica Shale production areas. Columbia Pipeline Group also operates one of the nation's largest underground natural gas storage systems. Columbia Pipeline Group is listed on the NYSE under the ticker symbol CPGX. Additional information can be found at www.cpg.com.
About Columbia Pipeline Partners LP
Columbia Pipeline Partners LP, based in Houston, Texas, is a fee-based, growth-oriented master limited partnership formed to own, operate and develop a growing portfolio of natural gas pipelines, storage and related midstream assets.
Columbia Pipeline Partners' business and operations are conducted through CPG OpCo LP and its subsidiaries, which own and operate substantially all of the natural gas transmission, storage and midstream assets of Columbia Pipeline Group, Inc. Columbia Pipeline Group operates approximately 15,000 miles of strategically located interstate pipelines extending from New York to the Gulf of Mexico, one of the nation's largest underground natural gas storage systems, and a growing portfolio of related gathering and processing assets. The majority of its assets overlay the Marcellus and Utica Shale production areas. Additional information can be found at www.columbiapipelinepartners.com and www.cpg.com.
SOURCE Columbia Pipeline Group, Inc.; Columbia Pipeline Partners LP
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Status: (subscriber access)
Parent Entities:
Pembina Pipeline Corporation
TC Energy Corporation
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Magellan Midstream Partners LP
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Keystone Motiva Port Arthur Lateral (subscriber access)
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Keystone XL Crude Oil Pipeline (subscriber access)
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TC Energy Corporation
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Status: (subscriber access)
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TC Energy Corporation
Leach Xpress (subscriber access)
Status: (subscriber access)
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Columbia Pipeline Group
TC Energy Corporation
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Status: (subscriber access)
Parent Entities:
Columbia Gas Transmission, LLC
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Status: (subscriber access)
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TC Energy Corporation
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Status: (subscriber access)
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Columbia Pipeline Group
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Columbia Gas Transmission, LLC
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Columbia Pipeline Group
Mountaineer XPress Project (MXP) (subscriber access)
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TC Energy Corporation
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Status: (subscriber access)
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