NiSource (NI) 8-K NiSource, Columbia Pipeline Group complete separation

Exhibit 99.2

Introduction to the Pro Forma Condensed Consolidated Financial Statements (unaudited)

On July 1, 2015, NiSource Inc. (“NiSource”) completed the separation of Columbia Pipeline Group, Inc. (“CPG”) (NYSE: CPGX) to NiSource stockholders (the “Separation”). CPG is a Delaware corporation formed by NiSource to own, operate and develop a portfolio of pipelines, storage and related midstream assets. The Separation was completed through a special stock dividend, which consisted of a distribution of one share of CPG common stock for every one share of NiSource common stock.

The Pro Forma Condensed Consolidated Financial Statements (unaudited) of NiSource have been derived from its historical consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in NiSource’s Annual Report on Form 10-K for the year ended December 31, 2014, and NiSource’s Quarterly Report on Form 10-Q for the three months ended March 31, 2015. The Pro Forma Condensed Consolidated Financial Statements (unaudited) are being presented to give effect to the Separation. Effective with the filing of NiSource’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2015, CPG will be reported as discontinued operations.

The Pro Forma Condensed Consolidated Balance Sheet (unaudited) assumes the Separation occurred on March 31, 2015. The Pro Forma Condensed Consolidated Income Statements (unaudited) assume the Separation occurred on January 1, 2012. These pro forma financial statements are for illustrative purposes only and do not reflect what NiSource’s financial position and results of operations would have been had the Separation occurred on the dates indicated above and are not necessarily indicative of NiSource’s future financial position and future results of operations. The pro forma adjustments are based on available information and certain assumptions management believes are factually supportable and are expected to have a continuing impact on NiSource’s results of operations. The actual adjustments that would have been made had the Separation occurred on the dates indicated above may have differed from the pro forma adjustments.

The adjustments to reflect the Separation of CPG include:

• CPG’s issuance of $2,750.0 million of debt securities and subsequent cash payment to NiSource of $2,528.0 million from net proceeds.

• Repayment of approximately $2,256.5 million of long-term debt, the loss on extinguishment of debt and the elimination of interest expense and other financing costs.

• Separation of CPG through a distribution to NiSource stockholders of all of the outstanding shares of common stock of CPG.

• Reclassification of cost of gas from natural gas storage and transportation provided by CPG to NiSource affiliates, previously eliminated in consolidation, as third-party transactions as such services will continue after the Separation.

• Adjustments for one-time costs incurred in the Separation.

• Reclassification of affiliated payable balances as non-affiliate.

• Adjustments of tax balances to reflect the Separation.

Refer to the Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited) for further information on significant pro forma adjustments and assumptions.

NiSource Inc. and Subsidiaries

Pro Forma Condensed Consolidated Balance Sheet (unaudited)

March 31, 2015

(in millions)	NiSource Historical			CPG Notes Offering (a)		NiSource Debt Retirement (b)			Separation of CPG (c)			Pro Forma Adjustments		NiSource Pro Forma
ASSETS
Property, Plant and Equipment
Utility plant	$	25,593.9		$	—	$	—		$	(8,121.6	)	$	—	$	17,472.3
Accumulated depreciation and amortization		(9,686.7	)		—		—			3,006.7			—		(6,680.0	)
Net utility plant		15,907.2			—		—			(5,114.9	)		—		10,792.3
Other property, at cost, less accumulated depreciation		376.2			—		—			—			—		376.2
Net Property, Plant and Equipment		16,283.4			—		—			(5,114.9	)		—		11,168.5
Investments and Other Assets
Unconsolidated affiliates		447.9			—		—			(440.3	)		—		7.6
Other investments		208.7			—		—			(2.6	)		—		206.1
Total Investments and Other Assets		656.6			—		—			(442.9	)		—		213.7
Current Assets
Cash and cash equivalents		42.0			2,721.0		(2,358.0	)		(200.3	)		—		204.7
Restricted cash		21.6			—		—			—			—		21.6
Accounts receivable		1,152.0			—		—			(125.3	)		—		1,026.7
Gas inventory		134.4			—		—			—			—		134.4
Underrecovered gas and fuel costs		25.5			—		—			—			—		25.5
Materials and supplies, at average cost		109.0			—		—			(25.2	)		—		83.8
Electric production fuel, at average cost		75.5			—		—			—			—		75.5
Exchange gas receivable		77.0			—		—			(28.2	)		—		48.8
Regulatory assets		159.5			—		—			(7.7	)		—		151.8
Deferred income taxes		277.2			—		—			(49.2	)		—		228.0
Prepayments and other		187.3			—		—			(60.8	)		—		126.5
Total Current Assets		2,261.0			2,721.0		(2,358.0	)		(496.7	)		—		2,127.3
Other Assets
Regulatory assets		1,683.2			—		—			(148.4	)		—		1,534.8
Goodwill		3,666.2			—		—			(1,975.5	)		—		1,690.7
Intangible assets		261.9			—		—			—			—		261.9
Deferred charges and other	��	86.6			25.0		(2.3	)		(40.4	)		—		68.9
Total Other Assets		5,697.9			25.0		(2.3	)		(2,164.3	)		—		3,556.3
Total Assets	$	24,898.9		$	2,746.0	$	(2,360.3	)	$	(8,218.8	)	$	—	$	17,065.8

See accompanying Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited).

NiSource Inc. and Subsidiaries

Pro Forma Condensed Consolidated Balance Sheet (unaudited)

March 31, 2015

(Continued)

(in millions, except share amounts)	NiSource Historical			CPG Notes Offering (a)		NiSource Debt Retirement (b)			Separation of CPG (c)			Pro Forma Adjustments			NiSource Pro Forma
CAPITALIZATION AND LIABILITIES
Capitalization
NiSource Common Stockholders’ Equity
Common stock - $0.01 par value, 400,000,000 shares authorized; 317,281,405 shares outstanding	$	3.2		$	—	$	—		$	—		$	—		$	3.2
Additional paid-in capital		5,048.4			—		—			—			—			5,048.4
Retained earnings		1,597.5			—		(58.3	)		(2,550.9	)		3.7	(e)		(1,022.1	)
													(14.1	) (g)
Accumulated other comprehensive loss		(46.6	)		—		—			25.1			—			(21.5	)
Treasury stock		(79.0	)		—		—			—			—			(79.0	)
Total NiSource Common Stockholders’ Equity		6,523.5			—		(58.3	)		(2,525.8	)		(10.4	)		3,929.0
Noncontrolling interest in consolidated subsidiaries		946.2			—		—			(946.2	)		—			—
Total Equity		7,469.7			—		(58.3	)		(3,472.0	)		(10.4	)		3,929.0
Long-term debt, excluding amounts due within one year		7,957.9			2,746.0		(1,823.7	)		(2,746.0	)		—			6,134.2
Total Capitalization		15,427.6			2,746.0		(1,882.0	)		(6,218.0	)		(10.4	)		10,063.2
Current Liabilities
Current portion of long-term debt		462.7			—		(431.5	)		—			—			31.2
Short-term borrowings		314.0			—		—			—			—			314.0
Accounts payable		563.9			—		—			(44.2	)		14.1	(g)		533.8
Dividends payable		82.4			—		—			—			—			82.4
Customer deposits and credits		172.6			—		—			(14.0	)		—			158.6
Taxes accrued		287.1			—		(38.9	)		(96.5	)		—			151.7
Interest accrued		81.4			—		(7.9	)		—			—			73.5
Overrecovered gas and fuel costs		172.3			—		—			—			—			172.3
Exchange gas payable		65.8			—		—			(28.0	)		—			37.8
Deferred revenue		25.5			—		—			(22.4	)		—			3.1
Regulatory liabilities		102.0			—		—			(9.6	)		—			92.4
Accrued capital expenditures		80.3			—		—			(80.3	)		—			—
Accrued liability for postretirement and postemployment benefits		5.9			—		—			—			—			5.9
Legal and environmental		25.4			—		—			(0.7	)		—			24.7
Other accruals		317.1			—		—			(57.3	)		(3.7	) (e)		256.1
Total Current Liabilities		2,758.4			—		(478.3	)		(353.0	)		10.4			1,937.5
Other Liabilities and Deferred Credits
Deferred income taxes		3,803.5			—		—			(1,284.6	)		—			2,518.9
Deferred investment tax credits		16.7			—		—			—			—			16.7
Deferred credits		105.5			—		—			—			—			105.5
Accrued liability for postretirement and postemployment benefits		653.7			—		—			57.4			—			711.1
Regulatory liabilities		1,678.6			—		—			(299.0	)		—			1,379.6
Asset retirement obligations		160.9			—		—			(23.5	)		—			137.4
Other noncurrent liabilities		294.0			—		—			(98.1	)		—			195.9
Total Other Liabilities and Deferred Credits		6,712.9			—		—			(1,647.8	)		—			5,065.1
Commitments and Contingencies		—			—		—			—			—			—
Total Capitalization and Liabilities	$	24,898.9		$	2,746.0	$	(2,360.3	)	$	(8,218.8	)	$	—		$	17,065.8

See accompanying Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited).

NiSource Inc. and Subsidiaries

Pro Forma Condensed Consolidated Income Statement (unaudited)

Three Months Ended March 31, 2015

(in millions, except per share amounts)	NiSource Historical			Separation of CPG (c)			Pro Forma Adjustments			NiSource Pro Forma
Net Revenues
Gas Distribution	$	1,080.7		$	—		$	—		$	1,080.7
Gas Transportation and Storage		628.0			(258.7	)		—			369.3
Electric		394.7			—			—			394.7
Other		46.3			(39.1	)		—			7.2
Gross Revenues		2,149.7			(297.8	)		—			1,851.9
Cost of Sales (excluding depreciation and amortization)		806.0			(0.1	)		42.2	(d)		848.1
Total Net Revenues		1,343.7			(297.7	)		(42.2	)		1,003.8
Operating Expenses
Operation and maintenance		574.1			(118.4	)		(20.5	) (e)		435.2
Depreciation and amortization		157.5			(32.5	)		—			125.0
Gain on sale of assets, net		(5.0	)		5.3			—			0.3
Other taxes		102.4			(19.1	)		—			83.3
Total Operating Expenses		829.0			(164.7	)		(20.5	)		643.8
Equity Earnings in Unconsolidated Affiliates		15.4			(15.4	)		—			—
Operating Income		530.1			(148.4	)		(21.7	)		360.0
Other Income (Deductions)
Interest expense, net		(111.0	)		(1.2	)		32.9	(b)		(79.3	)
Other, net		7.1			(4.6	)		—			2.5
Total Other Deductions		(103.9	)		(5.8	)		32.9			(76.8	)
Income from Continuing Operations before Income Taxes		426.2			(154.2	)		11.2			283.2
Income Taxes		150.9			(54.0	)		4.5	(f)		101.4
Income from Continuing Operations		275.3			(100.2	)		6.7			181.8
Less: Income attributable to noncontrolling interest		6.9			(6.9	)		—			—
Income attributable to NiSource	$	268.4		$	(93.3	)	$	6.7		$	181.8
Income from continuing operations per share:
Basic	$	0.85								$	0.57
Diluted	$	0.85								$	0.57
Average common shares outstanding
Basic		316.6									316.6
Diluted		317.4									317.4

See accompanying Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited).

NiSource Inc. and Subsidiaries

Pro Forma Condensed Consolidated Income Statement (unaudited)

Three Months Ended March 31, 2014

(in millions, except per share amounts)	NiSource Historical			Separation of CPG (c)			Pro Forma Adjustments			NiSource Pro Forma
Net Revenues
Gas Distribution	$	1,215.0		$	—		$	—		$	1,215.0
Gas Transportation and Storage		578.5	��		(230.0	)		—			348.5
Electric		450.0			—			—			450.0
Other		77.0			(73.6	)		—			3.4
Gross Revenues		2,320.5			(303.6	)		—			2,016.9
Cost of Sales (excluding depreciation and amortization)		1,061.3			(0.1	)		42.1	(d)		1,103.3
Total Net Revenues		1,259.2			(303.5	)		(42.1	)		913.6
Operating Expenses
Operation and maintenance		501.2			(137.2	)		—			364.0
Depreciation and amortization		148.7			(29.8	)		—			118.9
Gain on sale of assets, net		(15.7	)		17.5			—			1.8
Other taxes		101.1			(18.5	)		—			82.6
Total Operating Expenses		735.3			(168.0	)		—			567.3
Equity Earnings in Unconsolidated Affiliates		9.8			(9.8	)		—			—
Operating Income		533.7			(145.3	)		(42.1	)		346.3
Other Income (Deductions)
Interest expense, net		(109.1	)		(1.5	)		32.9	(b)		(77.7	)
Other, net		4.5			(1.9	)		—			2.6
Total Other Deductions		(104.6	)		(3.4	)		32.9			(75.1	)
Income from Continuing Operations before Income Taxes		429.1			(148.7	)		(9.2	)		271.2
Income Taxes		162.7			(55.8	)		(3.7	) (f)		103.2
Income from Continuing Operations	$	266.4		$	(92.9	)	$	(5.5	)	$	168.0
Income from continuing operations per share:
Basic	$	0.85								$	0.53
Diluted	$	0.85								$	0.53
Average common shares outstanding
Basic		314.2									314.2
Diluted		315.1									315.1

See accompanying Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited).

NiSource Inc. and Subsidiaries

Pro Forma Condensed Consolidated Income Statement (unaudited)

Year Ended December 31, 2014

(in millions, except per share amounts)	NiSource Historical			Separation of CPG (c)			Pro Forma Adjustments			NiSource Pro Forma
Net Revenues
Gas Distribution	$	2,597.8		$	—		$	—		$	2,597.8
Gas Transportation and Storage		1,872.7			(885.2	)		—			987.5
Electric		1,672.0			—			—			1,672.0
Other		328.1			(314.2	)		—			13.9
Gross Revenues		6,470.6			(1,199.4	)		—			5,271.2
Cost of Sales (excluding depreciation and amortization)		2,224.2			(0.3	)		146.4	(d)		2,370.3
Total Net Revenues		4,246.4			(1,199.1	)		(146.4	)		2,900.9
Operating Expenses
Operation and maintenance		2,136.3			(628.4	)		(19.2	) (e)		1,488.7
Depreciation and amortization		605.5			(118.8	)		—			486.7
Gain on sale of assets, net		(31.5	)		34.5			—			3.0
Other taxes		320.3			(67.1	)		—			253.2
Total Operating Expenses		3,030.6			(779.8	)		(19.2	)		2,231.6
Equity Earnings in Unconsolidated Affiliates		46.6			(46.6	)		—			—
Operating Income		1,262.4			(465.9	)		(127.2	)		669.3
Other Income (Deductions)
Interest expense, net		(443.6	)		(5.9	)		131.6	(b)		(317.9	)
Other, net		22.3			(8.8	)		—			13.5
Total Other Deductions		(421.3	)		(14.7	)		131.6			(304.4	)
Income from Continuing Operations before Income Taxes		841.1			(480.6	)		4.4			364.9
Income Taxes		310.4			(186.6	)		1.8	(f)		125.6
Income from Continuing Operations	$	530.7		$	(294.0	)	$	2.6		$	239.3
Income from continuing operations per share:
Basic	$	1.68								$	0.76
Diluted	$	1.67								$	0.76
Average common shares outstanding
Basic		315.1									315.1
Diluted		316.6									316.6

See accompanying Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited).

NiSource Inc. and Subsidiaries

Pro Forma Condensed Consolidated Income Statement (unaudited)

Year Ended December 31, 2013

(in millions, except per share amounts)	NiSource Historical			Separation of CPG (c)			Pro Forma Adjustments			NiSource Pro Forma
Net Revenues
Gas Distribution	$	2,226.3		$	—		$	—		$	2,226.3
Gas Transportation and Storage		1,643.2			(823.2	)		—			820.0
Electric		1,563.4			—			—			1,563.4
Other		224.4			(210.0	)		—			14.4
Gross Revenues		5,657.3			(1,033.2	)		—			4,624.1
Cost of Sales (excluding depreciation and amortization)		1,815.5			(0.4	)		147.9	(d)		1,963.0
Total Net Revenues		3,841.8			(1,032.8	)		(147.9	)		2,661.1
Operating Expenses
Operation and maintenance		1,873.9			(509.0	)		—			1,364.9
Depreciation and amortization		577.3			(107.0	)		—			470.3
Gain on sale of assets, net		(17.5	)		18.6			—			1.1
Other taxes		300.6			(62.2	)		—			238.4
Total Operating Expenses		2,734.3			(659.6	)		—			2,074.7
Equity Earnings in Unconsolidated Affiliates		35.9			(35.9	)		—			—
Operating Income		1,143.4			(409.1	)		(147.9	)		586.4
Other Income (Deductions)
Interest expense, net		(414.8	)		(6.2	)		131.6	(b)		(289.4	)
Other, net		24.2			(17.9	)		—			6.3
Total Other Deductions		(390.6	)		(24.1	)		131.6			(283.1	)
Income from Continuing Operations before Income Taxes		752.8			(433.2	)		(16.3	)		303.3
Income Taxes		261.9			(152.5	)		(6.5	) (f)		102.9
Income from Continuing Operations	$	490.9		$	(280.7	)	$	(9.8	)	$	200.4
Income from continuing operations per share:
Basic	$	1.57								$	0.64
Diluted	$	1.57								$	0.64
Average common shares outstanding
Basic		312.4									312.4
Diluted		313.6									313.6

See accompanying Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited).

NiSource Inc. and Subsidiaries

Pro Forma Condensed Consolidated Income Statement (unaudited)

Year Ended December 31, 2012

(in millions, except per share amounts)	NiSource Historical			Separation of CPG (c)			Pro Forma Adjustments			NiSource Pro Forma
Net Revenues
Gas Distribution	$	1,959.8		$	—		$	—		$	1,959.8
Gas Transportation and Storage		1,462.4			(770.0	)		—			692.4
Electric		1,507.7			—			—			1,507.7
Other		101.0			(84.1	)		—			16.9
Gross Revenues		5,030.9			(854.1	)		—			4,176.8
Cost of Sales (excluding depreciation and amortization)		1,516.9			(1.1	)		147.9	(d)		1,663.7
Total Net Revenues		3,514.0			(853.0	)		(147.9	)		2,513.1
Operating Expenses
Operation and maintenance		1,660.3			(375.9	)		—			1,284.4
Depreciation and amortization		561.9			(99.4	)		—			462.5
Gain on sale of assets, net		(3.8	)		0.6			—			(3.2	)
Other taxes		287.7			(59.2	)		—			228.5
Total Operating Expenses		2,506.1			(533.9	)		—			1,972.2
Equity Earnings in Unconsolidated Affiliates		32.2			(32.2	)		—			—
Operating Income		1,040.1			(351.3	)		(147.9	)		540.9
Other Income (Deductions)
Interest expense, net		(418.3	)		(9.5	)		131.6	(b)		(296.2	)
Other, net		1.7			(2.1	)		—			(0.4	)
Total Other Deductions		(416.6	)		(11.6	)		131.6			(296.6	)
Income from Continuing Operations before Income Taxes		623.5			(362.9	)		(16.3	)		244.3
Income Taxes		214.7			(138.3	)		(6.5	) (f)		69.9
Income from Continuing Operations	$	408.8		$	(224.6	)	$	(9.8	)	$	174.4
Income from continuing operations per share:
Basic	$	1.40								$	0.60
Diluted	$	1.36								$	0.58
Average common shares outstanding
Basic		291.9									291.9
Diluted		300.4									300.4

See accompanying Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited).

NiSource Inc. and Subsidiaries

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

Financing Adjustments

(a) In May 2015, Columbia Pipeline Group, Inc. (“CPG”) completed the issuance of $2,750 million of senior notes. CPG received approximately $2,721.0 million from the offering net of issuance costs and discounts. CPG made a cash payment to NiSource Inc. (“NiSource”) of approximately $2,528.0 million from the proceeds of the offering. Proceeds from the cash payment from CPG to NiSource were used by NiSource for debt retirement.

(b) Represents the elimination of interest expense and other financing costs related to approximately $2,256.5 million of debt retired post-Separation at NiSource. Interest expense was calculated using NiSource’s weighted average rate of long-term debt.

In May 2015, NiSource settled its two bank term loans in the amount of $1,075.0 million and executed a tender offer for $750.0 million of its 5.250% Notes due 2017, 6.400% Notes due 2018 and 4.450% Notes due 2021. Additionally, NiSource anticipates using the cash proceeds to repay $230.0 million of private placement debt maturing in November 2015 and $201.5 million of senior unsecured debt due to mature in March 2016. In conjunction with the retired debt, NiSource paid premiums of $91.7 million, accrued interest of $7.9 million, and recognized charges of $2.3 million, $1.9 million and $1.3 million related to the write-off of unamortized debt issuance costs, dealer manager fees and unamortized discount, respectively. The impact of these charges within retained earnings reflects the application of a blended statutory tax rate of 40 percent.

Distribution Adjustments

(c) On July 1, 2015, NiSource completed the Separation. Amounts presented are the adjustments to remove the historical balances and results of operations for the natural gas pipeline and related businesses from NiSource’s consolidated financial statements. Balances are net of affiliated transactions.

Other Pro Forma Adjustments

(d) Represents the reclassification of cost of gas from natural gas storage and transportation provided by CPG to NiSource affiliates, previously eliminated in consolidation, as third-party transactions. Such services are expected to continue after the Separation.

(e) Reflects adjustments for one-time costs incurred in the Separation. These costs have been eliminated from the income statement as the charges are nonrecurring. Charges accrued have been included as an adjustment in the balance sheet. We expect to incur additional charges after the Separation; however, such amounts have not been included as pro forma adjustments as the amounts are not objectively determinable or factually supportable.

(f)Represents the tax effect of the pro forma adjustments to income using a blended statutory rate of 40 percent for all periods.

(g) Reclassification of affiliated payable balances with CPG to non-affiliated.

Following the Separation, we anticipate changes to operating expenses associated with shared corporate services functions. No pro forma adjustments have been made for these expenses as an estimate of the changes to these expenses is not objectively determinable.

In connection with the Separation, we entered into the Separation and Distribution Agreement and several other agreements with CPG to effect the Separation and provide a framework for our relationship with CPG after the distribution. These other agreements include:

• Transition Services Agreements;

• Tax Allocation Agreement; and

• Employee Matters Agreement.

No adjustments have been made related to these agreements as any such adjustments would be considered not objectively determinable or, for income statement purposes, nonrecurring in nature.