UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K



	þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016



	¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 333-209653-1

CPG OpCo GP LLC

(Exact name of registrant as specified in its charter)



Delaware		51-0658513
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5151 San Felipe St., Suite 2500 Houston, Texas		77056
(Address of principal executive offices)		(Zip Code)

(713) 386-3701

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes þ No ¨

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12-b-2 of the Exchange Act.



Large accelerated filer ¨		Accelerated filer ¨

Non-accelerated filer þ		Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes þ No ¨

At February 15, 2017, Columbia Pipeline Partners LP owns 100% of the ownership interest in CPG OpCo GP LLC. There is no market for CPG OpCo GP LLC units.

This Annual Report on Form 10-K filed by CPG OpCo GP LLC meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore being filed with the reduced disclosure format allowed under that General Instruction.

CONTENTS



		Page No.
Defined Terms		3
Part I
Item 1 and 2.	Business and Properties	6
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	6
Item 3.	Legal Proceedings	7
Item 4.	Mine Safety Disclosures	7
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	8
Item 6.	Selected Financial Data	8
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	9
Item 8.	Financial Statements and Supplementary Data	10
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	15
Item 9A.	Controls and Procedures	15
Item 9A.	Other Information	15
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	16
Item 11.	Executive Compensation	16
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	16
Item 13.	Certain Relationships and Related Transactions, and Director Independence	16
Item 14.	Principal Accounting Fees and Services	16
Part IV
Item 15.	Exhibits, Financial Statement Schedules	17
Signatures		18
Exhibit Index		19

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

Affiliates and Subsidiaries of CPG OpCo GP LLC
CEG	Columbia Energy Group
Columbia OpCo	CPG OpCo LP
CPG	Columbia Pipeline Group, Inc.
CPPL	Columbia Pipeline Partners LP
MLP GP	CPP GP LLC

Abbreviations and Definitions
ASC	Accounting Standards Codification
Merger	Effective July 1, 2016, Taurus Merger Sub Inc. was merged with and into Columbia Pipeline Group, Inc. with Columbia Pipeline Group, Inc. surviving the merger as an indirect, wholly owned subsidiary of TransCanada Corporation.
VIE	Variable Interest Entity


•	actions taken by third-party operators, processors and transporters;


•	the demand for natural gas storage and transportation services;


•	our ability to complete internal growth projects on time and on budget;


•	restrictions in our existing and any future credit facilities;


•	the availability and price of natural gas to the consumer compared to the price of alternative and competing fuels;


•	competition from the same and alternative energy sources;


•	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;


•	the effects of existing and future laws and governmental regulations;


•	changes in general economic conditions;


•	our ability to successfully implement our business plan;


•	energy efficiency and technology trends;


•	labor relations;


•	the occurrence of any event, change or other circumstance in connection with the recent Merger;


•	risks related to disruption of management’s attention from our ongoing business operations due to the Merger;


•	risks associated with the loss and ongoing replacement of key personnel due to the recent Merger;


•	risks relating to unanticipated costs of integration in connection with the Merger, including operating costs, customer loss or business disruption being greater than expected;


•	risks relating to the difficulties in integrating the businesses and management of CPG, including the business and management of CPPL, and TransCanada; and



Index	Page
Report of Independent Registered Public Accounting Firm	11
Balance Sheets	12
Notes to Financial Statements	13



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



LIABILITIES AND EQUITY
Total Liabilities	$	—	$	—
Commitments and Contingencies (Refer to Note 2)
Total Equity	—		—
Total Liabilities and Equity and Partners' Capital	$	—	$	—



(in millions)	Total		2017		2018		2019		2020		2021		After
Guarantees of debt	$	2,750.0	$	—	$	500.0	$	—	$	750.0	$	—	$	1,500.0



(in millions)	2016

Audit Fees⁽¹⁾	$	—
Audit-Related Fees⁽³⁾	—
Tax Fees⁽⁴⁾	—
All Other Fees⁽⁵⁾	—
Total	$	—



		CPG OpCo GP LLC
		(Registrant)

	By:	Columbia Pipeline Partners LP, its sole member
	By:	CPP GP LLC, its general partner

Date: February 17, 2017	By:	/s/ STANLEY G. CHAPMAN, III
		Stanley G. Chapman, III
		President



/s/	STANLEY G. CHAPMAN, III	Director and President	Date: February 17, 2017
	Stanley G. Chapman, III	(Principal Executive Officer)

/s/	NATHANIEL A. BROWN	Controller and Principal Financial Officer	Date: February 17, 2017
	Nathaniel A. Brown	(Principal Financial Officer and Principal Accounting Officer)

/s/	KRISTINE L. DELKUS	Director	Date: February 17, 2017
	Kristine L. Delkus

/s/	KARL JOHANNSON	Director	Date: February 17, 2017
	Karl Johannson

/s/	ALEXANDER J. POURBAIX	Director	Date: February 17, 2017
	Alexander J. Pourbaix




(3.1)	Certificate of Formation of CPG OpCo GP LLC (Incorporated by reference to Exhibit 3.1 of the OpCo GP’s Quarterly Report on Form 10-Q (File No. 333-209653-01) filed on May 3, 2016).

(3.2)	Certificate of Amendment to Certificate of Formation of CPG OpCo GP LLC (Incorporated by reference to Exhibit 3.2 of the OpCo GP’s Quarterly Report on Form 10-Q (File No. 333-209653-01) filed on May 3, 2016).

(3.3)	Limited Liability Company Agreement of CPG OpCo GP LLC (Incorporated by reference to Exhibit 3.3 of the OpCo GP’s Quarterly Report on Form 10-Q (File No. 333-209653-01) filed on May 3, 2016).

(3.4)	Amendment No. 1 to the Limited Liability Company Agreement of CPG OpCo GP LLC (Incorporated by reference to Exhibit 3.4 of the OpCo GP’s Quarterly Report on Form 10-Q (File No. 333-209653-01) filed on May 3, 2016).

(31.1)*	Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(31.2)*	Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(32.1)**	Certification of Chief Executive Officer, pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(32.2)**	Certification of Chief Financial Officer, pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(99.1)*	“Risk Factors” section excerpted and incorporated by reference from Columbia Pipeline Group, Inc.’s Annual Report on Form 10-K filed with the SEC on February 17, 2017 for the fiscal year ended December 31, 2016 filed herewith pursuant to Rule 12b-23(a)(3).

(101.INS)*	XBRL Instance Document

(101.SCH)*	XBRL Schema Document

(101.CAL)*	XBRL Calculation Linkbase Document

(101.LAB)*	XBRL Labels Linkbase Document

(101.PRE)*	XBRL Presentation Linkbase Document

(101.DEF)*	XBRL Definition Linkbase Document

CPG OpCo GP LLC 10-K