UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

For the fiscal year ended December 31, 2015

OR

For the transition period from                      to                     

Commission file number 001-36838

Columbia Pipeline Group, Inc.

(Exact name of registrant as specified in its charter)

(713) 386-3701

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

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  x    No  ¨

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

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  x    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  x    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.  x

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.

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

As of June 30, 2015, there was no public market for the registrant’s common stock.

There were 400,383,243 shares of Common Stock, $0.01 Par Value outstanding as of April 6, 2016.

EXPLANATORY NOTE

This Amendment No. 1 (“Amendment”) to the Annual Report on Form 10-K of Columbia Pipeline Group, Inc. (“CPG” or the “Company”) for the fiscal year ended December 31, 2015, as filed with the Securities and Exchange Commission (“SEC”) on February 18, 2016 (the “Original Form 10-K”), is being filed for the purpose of amending Items 10, 11, 12, 13 and 14 of Part III. This information was previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits such information to be incorporated in a Form 10-K by reference to a definitive proxy statement if such proxy statement is filed no later than 120 days after our fiscal year end.

On March 17, 2016, CPG entered into an Agreement and Plan of Merger (the “Merger Agreement”), among CPG, TransCanada PipeLines Limited, a Canadian corporation (“Parent”), TransCanada PipeLine USA Ltd., a Nevada corporation and a wholly owned subsidiary of Parent (“US Parent”), Taurus Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of US Parent (“Merger Sub”), and, solely for purposes of Section 3.02, Section 5.02, Section 5.09 and Article VIII of the Merger Agreement, TransCanada Corporation, a Canadian corporation and the direct parent company of Parent (“Ultimate Parent”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into CPG (the “Merger”) with CPG surviving the Merger as an indirect wholly owned subsidiary of Ultimate Parent.

As a result of the proposed Merger, CPG no longer expects to hold a 2016 annual meeting of stockholders, and therefore does not intend to file a definitive proxy statement in connection therewith in 2016. CPG is filing this Amendment to provide certain information required by Part III (Items 10 11, 12, 13 and 14) to be incorporated into CPG’s 10-K. The listing of the definitive proxy statement on the cover page of the Original Form 10-K as a document incorporated by reference has been deleted.

As required by the rules of the SEC, this Amendment sets forth an amended “Item 15. Exhibits and Financial Statement Schedules” in its entirety and includes the new certifications from the Company’s chief executive officer and chief financial officer. Because no financial statements or financial information have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted.

Except as otherwise stated herein, no other information contained in the Original Form 10-K has been updated by this Amendment other than updating the cover page of the Original Form 10-K. This Amendment should be read in conjunction with our periodic filings made with the SEC subsequent to the date of the Original Form 10-K.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The table below sets forth certain information, as of the date of this amendment, regarding the Company’s directors and executive officers:

Set forth below is biographical information about each of the Company’s executive officers and directors. Executive officers serve at the discretion of the Board.

Robert C. Skaggs, Jr. Mr. Skaggs has been Chairman of the Board and Chief Executive Officer (“CEO”) since July 2015 and is responsible for the strategic direction of the Company. Prior to the Company’s separation from NiSource (the “Separation”), Mr. Skaggs had served as CEO and a director of NiSource since 2005 and President since 2004.

The Board believes it is important that the Company’s CEO serve on the Board. Mr. Skaggs has a unique understanding of the challenges and issues facing the Company. Prior to October 2004, Mr. Skaggs was Executive Vice President, Regulated Revenue for NiSource, responsible for developing regulatory strategies and leading external relations across all of the corporation’s energy distribution markets as well as its extensive interstate pipeline system. He also led regulated commercial activities, including large customer and marketer relations and energy supply services, as well as federal governmental relations. This wide and deep experience provides an incomparable knowledge of our operations, our markets and our people. Over the course of his career, Mr. Skaggs has been involved in a wide array of community-based organizations as well as a number of industry organizations, further providing him with a valuable perspective on the entities the Company serves and the issues facing our industry. Mr. Skaggs is a member of the board of directors of CPP GP LLC, the general partner of Columbia Pipeline Partners LP and Cloud Peak Energy Inc., as well as the National Safety Council’s board of directors and the board of trustees at the Universities Research Association, Inc. He also is past chairman of the American Gas Association’s board of directors. He also is a trustee of the Columbia Pipeline Group Charitable Foundation.

Stephen P. Smith. Mr. Smith serves as Executive Vice President and Chief Financial Officer of the Company and is responsible for the Company’s Finance functions. Prior to the Company’s Separation from NiSource Inc. in July 2015, Mr. Smith served in the same role at NiSource. Mr. Smith earned a Master of Business Administration degree from the University of Chicago Graduate School of Business and a Bachelor of Science degree in Petroleum Engineering from the Colorado School of Mines. He serves as a Director and Audit Committee member of Natural Resource Partners, L.P., a publicly traded master limited partnership engaged in owning mineral reserve properties. Mr. Smith also is a Board Member of the Columbus Metropolitan Library Foundation and serves on its Finance & Audit Committee.

Glen L. Kettering. Mr. Kettering serves as President of the Company and oversees all day-to-day operations as well as the execution of the Company’s capital investment, modernization and growth strategies. Before the

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Company’s Separation from NiSource , Mr. Kettering served in a similar role as the Group CEO of NiSource’s CPG Business Unit. Prior to being named CPG Group CEO in April 2014, Mr. Kettering served as Senior Vice President, Corporate Affairs, where he was responsible for leading NiSource’s investor relations, communications and federal government affairs functions. He joined the law department of Columbia Gas Transmission in 1979 and has served in a variety of legal, regulatory, commercial and executive roles, including President of Columbia Gas Transmission and Columbia Gulf Transmission. Mr. Kettering earned a bachelor’s degree in business administration from West Virginia University and a law degree from the West Virginia University College of Law. He is a member of the Energy Bar Association and the West Virginia State Bar. He also serves as a trustee of the Columbia Pipeline Group Charitable Foundation.

Stanley G. Chapman, III. Mr. Chapman serves as Executive Vice President and Chief Commercial Officer of the Company and is responsible for all commercial operations, which includes marketing, business development, gas control, customer service, rates and regulatory affairs, and strategy for the Company’s regulated assets. Prior to the Company’s Separation from NiSource, Mr. Chapman served in a similar role for NiSource’s CPG Business Unit. Prior to joining NiSource, Mr. Chapman was employed by El Paso Pipeline Company and its predecessor Tenneco Energy for nearly 23 years, where he last served as Vice President for Marketing, Business Development and Asset Optimization for its eastern pipelines. He currently is a member of the Interstate Natural Gas Association of America, the Southern Gas Association, and the North American Energy Standards Board where he holds various leadership and committee positions. Mr. Chapman earned a Bachelor of Science degree in Economics from Texas A&M University along with a Master of Business Administration from the University of St. Thomas.

Shawn L. Patterson. Mr. Patterson serves as Executive Vice President and Chief Operations Officer of the Company and is responsible for capital execution, engineering, operations, integrity, reliability and project management across the Company. Prior to the Company’s Separation from NiSource, Mr. Patterson served as President of Operations and Project Delivery of NiSource’s Columbia Pipeline Group business unit, a position he held since March 2012. Mr. Patterson has held various operational leadership roles with NiSource Electric and Gas utilities for the past 20 years. Prior to his career at Columbia Pipeline Group, Mr. Patterson served as the Chief Operating Officer for NiSource Gas Distribution. He currently serves on the board of the Southern Gas Association and is a member of the Governor’s STEM Council in West Virginia. Mr. Patterson earned a Bachelor of Science degree in Civil Engineering from Rose Hulman Institute of Technology along with a Master of Business Administration from the University of Notre Dame.

Brett A. Stovern. Mr. Stovern serves as Executive Vice President and Chief Operating Officer—Columbia Midstream. Prior to the Company’s Separation from NiSource, Mr. Stovern served in a similar role for NiSource’s Columbia Pipeline Group business unit, a position he held since April 2014. Mr. Stovern was NiSource’s Columbia Pipeline Group business unit Chief Financial Officer from 2010 to April 2014. Prior to his career at Columbia Pipeline Group, Mr. Stovern was Vice President and Treasurer of AGL Resources Inc. Mr. Stovern earned a Bachelor of Science degree in Accounting from California State Polytechnic University and is a Certified Public Accountant.

Karl Brack. Mr. Brack serves as Senior Vice President of Human Resources and Employee Engagement for the Company. Prior to the Company’s Separation from NiSource Inc. in July 2015, Mr. Brack served as the Senior Vice President of Corporate Affairs of NiSource since April 2014. Mr. Brack joined Columbia Gas Transmission in 1987 and has served in a variety of business unit and corporate communications, organizational development and employee engagement roles, including as NiSource’s Vice President of Communication and Engagement Strategies. Mr. Brack earned a Bachelor of Arts degree in Journalism/Public relations from Marshall University and a Master of Science in Industrial Relations from University of West Virginia Graduate College. He is a member and past president of the Public Relations Society of America’s West Virginia chapter. He also serves as a trustee of the CPG Charitable Foundation.

Robert E. Smith. Mr. Smith is Senior Vice President and General Counsel of the Company and oversees all Company legal functions. Prior to the Company’s Separation from NiSource, Mr. Smith served as Corporate Secretary, Vice President and Deputy General Counsel of NiSource. He joined NiSource in 2008 and was named Corporate Secretary in April 2013 where he oversaw the legal department’s corporate group and was responsible for the corporation’s corporate legal and governance work. Mr. Smith also serves as Chairman of the board of directors of Global Action, an international non-profit organization. Mr. Smith earned a Bachelor of Arts degree from the University of South Alabama and a Juris Doctor degree from The Ohio State University.

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Jon D. Veurink. Mr. Veurink is Senior Vice President and Chief Accounting Officer of the Company. Prior to the Company’s Separation from NiSource, Mr. Veurink served as Chief Financial Officer of NiSource’s gas distribution business unit, a position he held since April 2014. Mr. Veurink was the NiSource Chief Accounting Officer from 2010 to April 2014. Mr. Veurink earned a Bachelor of Arts degree in Business Administration/Accounting from Alma College, and is a Certified Public Accountant.

Sigmund L. Cornelius. Mr. Cornelius has been a director of the Company since 2015 and is currently the lead director. Prior to the Company’s Separation from NiSource, Mr. Cornelius was a director of NiSource since 2011. Since April 1, 2014, Mr. Cornelius has been President and Chief Operating Officer of Freeport LNG, LLC. From October 2008 to October 2010, Mr. Cornelius served as Senior Vice President, Finance and chief financial officer of ConocoPhillips, Houston, Texas, an integrated energy company, before retiring at the end of 2010. During his 30-year tenure at ConocoPhillips, Mr. Cornelius served in various positions, including Senior Vice President, Planning, Strategy and Corporate Affairs from September 2007 to October 2008; Regional President, Exploration & Production-Lower 48 from 2006 to September 2007; and President, Global Gas from 2004 to 2006. Mr. Cornelius served on the board of DCP Midstream L.P. from 2007 to 2008, USEC, Inc. from 2011 to 2014, and currently is on the board of Carbo Ceramics Inc., Western Refining, Inc. and Parallel Energy Inc.

Mr. Cornelius has significant experience in the oil and natural gas industry, which enables him to provide valuable insight on issues impacting our pipeline business. He also has significant experience in exploration, production as well as the midstream business, which is valuable to us as we expand our presence in the Utica and Marcellus Shale gas plays. In addition, as the former chief financial officer of a public company, he has extensive experience and skills in the areas of corporate finance, accounting, strategic planning and risk oversight.

Marty R. Kittrell. Mr. Kittrell has been a director of the Company since 2015. Prior to the Company’s Separation from NiSource, Mr. Kittrell was a director of NiSource since 2007. In February 2011, Mr. Kittrell retired as Executive Vice President & chief financial officer of Dresser, Inc. (“Dresser”), Addison, Texas, after serving in that capacity since December 2007. Dresser, a worldwide leader in providing highly engineered products for the global energy industry, was acquired by General Electric Company in February 2011. Prior to joining Dresser, Mr. Kittrell was Executive Vice President and chief financial officer of Andrew Corporation from October 2003 to December 2007. Mr. Kittrell is also a director of On Assignment, Inc.

Mr. Kittrell brings to the Board over 25 years of experience as a chief financial officer, having served in that role at several public companies. As a result of this experience, he has significant expertise with financial reporting issues facing the Company, including Securities and Exchange Commission reporting, and Sarbanes-Oxley internal control design and implementation. His position with a company that supplies infrastructure products to the energy industry gives Mr. Kittrell a particular familiarity with the issues facing the Company’s gas transmission and storage businesses. Mr. Kittrell also has extensive experience with mergers and acquisitions and capital markets transactions. He formerly practiced accounting with a national accounting firm and is an active member of the American Institute of CPAs, the National Association of Corporate Directors, and Financial Executives International. Mr. Kittrell also serves on the Executive Committee and as Chair of the Finance and Real Estate Committee of Lipscomb University.

W. Lee Nutter. Mr. Nutter has been a director of the Company since 2015. Prior to the Company’s Separation from NiSource, Mr. Nutter was a director of NiSource since 2007. Prior to his retirement in 2007, Mr. Nutter was Chairman, President and CEO of Rayonier, Inc., Jacksonville, Florida, a leading supplier of high performance specialty cellulose fibers and owner of timberlands and other higher value land holdings. Mr. Nutter was a director of Rayonier, Inc. from 1996 to 2007. He is also a director of Republic Services Inc. and the non-executive Chairman of J.M. Huber Corporation. He is also a member of the Advisory Board at the University of Washington Foster School of Business.

Mr. Nutter’s former positions as Chairman and CEO of a forest products company, and his current positions as director of one company engaged in waste management and another involved in the forest products and energy industries, give him a particular familiarity with the issues involved in managing natural resources. These issues include compliance with environmental laws and exercising responsible environmental stewardship. Mr. Nutter also has an extensive background and familiarity in human resource and compensation issues, which complements well his service as a member of the Company’s Human Resource and Compensation Committee. In addition, as a former CEO, Mr. Nutter understands how to address the complex issues facing major corporations.

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Deborah S. Parker. Ms. Parker has been a director of the Company since 2015. Prior to the Company’s Separation from NiSource, Ms. Parker was a director of NiSource since 2007. Ms. Parker is currently President and CEO of International Business Solutions, Inc. (“IBS”), Washington, D.C., a provider of strategic planning and consulting services to profit and not-for-profit organizations. Ms. Parker retired as Senior Vice President, Quality and Environmental, Health and Safety of Alstom Power, a business segment of Alstom, in August 2014, after serving in that capacity since April 2011. Alstom Power, a global leader in power generation located in Zurich, Switzerland, was acquired by General Electric Company. Before joining Alstom Power, Ms. Parker was Executive Vice President and Chief Operations Officer of the National Urban League from July 2007 through April 2008. Prior thereto, Ms. Parker served in numerous operating positions, including Vice President of Global Quality at Ford Motor Company. During her tenure at Ford Motor Company, Ms. Parker also served as CEO and Group Managing Director at Ford Motor Company of Southern Africa (Pty) Ltd. from September 2001 to December 2004.

Ms. Parker brings a unique combination of community development and industrial management experience to the Board. As a former Senior Vice President of Quality, Environmental, Health and Safety of a global power generation firm, she brings knowledge and understanding of operations, health and safety issues that are valuable to us as we execute on our commitment to increase our investment in environmental projects and focus on safety. As a CEO of a consulting firm and former Chief Operating Officer of a national civil rights organization dedicated to economic empowerment of historically underserved urban communities, Ms. Parker brings expertise and understanding with respect to the social and economic issues confronting the Company and the communities it serves. As a result of her 23-year career at a global manufacturing company, Ms. Parker has extensive experience managing industrial operations, including turning around several struggling business units, finding innovative solutions to management and union issues, implementing quality control initiatives and rationalizing manufacturing and inventory. This experience positions her well to provide valuable insights on the Company’s operations and processes, as well as on social issues confronting the Company.

Lester P. Silverman. Mr. Silverman has been a director of the Company since 2015. Mr. Silverman is Director Emeritus of McKinsey & Company, Inc., having retired from the international management consulting firm in 2005. Mr. Silverman joined McKinsey in 1982 and was head of the firm’s Electric Power and Natural Gas practice from 1991 to 1999. From 2000 to 2004, Mr. Silverman was the leader of McKinsey’s Global Nonprofit Practice. Previous positions included Principal Deputy Assistant Secretary for Policy and Evaluation in the U.S. Department of Energy from 1980 to 1981 and Director of Policy Analysis in the U.S. Department of the Interior from 1978 to 1980. He is a trustee of and advisor to several national and Washington, D.C.-area non-profit organizations. Mr. Silverman also is a member of the board of directors of Pepco Holdings, Inc., a position he has held since May 2006.

Mr. Silverman brings several valuable attributes to the Board, including his broad experience with the energy industry and extensive experience in government and public policy. Mr. Silverman was a consultant to electric and gas utilities for 23 years and has public policy experience in the energy field.

Teresa A. Taylor. Ms. Taylor has been a director of the Company since 2015. Prior to the Company’s Separation from NiSource, Ms. Taylor was a director of NiSource since 2012. Ms. Taylor is currently CEO of Blue Valley Advisors, LLC. Ms. Taylor served as Chief Operating Officer of Qwest Communications, Inc. (“Qwest”), Denver, Colorado, from August 2009 to April 2011. Prior thereto, she was Executive Vice President, Business Markets Group of Qwest from January 2008 to April 2009 and served as Executive Vice President and Chief Administrative Officer from December 2005 to January 2008. Ms. Taylor served in various positions with Qwest and the former US West since 1987. Ms. Taylor also is a director of T-Mobile USA, Inc. and First Interstate BancSystem, Inc. In her position as Chief Operating Officer, Ms. Taylor was responsible for the daily operations of a publicly traded telecommunications company. In this role, she led a senior management team responsible for field support, technical development, sales, marketing, customer support and information technology systems. During her 24-year tenure with Qwest and US West, she held various leadership positions responsible for strategic planning and execution, sales, marketing, product development, human resources, corporate communications and social responsibility.

Ms. Taylor is keenly aware of the technical and managerial skills necessary to operate a customer focused company in a complex regulatory and competitive business environment. This experience provides valuable insights to the Company as it operates in highly regulated environments and develops projects and programs to meet the expectations of our customers. Ms. Taylor’s extensive management experience, including her knowledge of human resources and compensation matters, is invaluable in her role as Chairperson of CPG’s Human Resources and Compensation Committee.

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Director Independence

Under our Corporate Governance Guidelines, a majority of the Board must be comprised of “independent directors.” In order to assist the Board in making its determination of director independence, the Board has adopted as categorical standards of independence, the standards contained in the NYSE rules. A copy of our Corporate Governance Guidelines is posted on our website at http://ir.cpg.com/governance.cfm.

The Board has affirmatively determined that, with the exception of Mr. Skaggs, all of the members of the Board and all nominees are “independent directors” as defined in the NYSE rules.

Executive Sessions of Non-Management Directors

To promote open discussion among the non-management directors, the Board schedules regular executive sessions at meetings of the Board and each of its Committees. The non-management members met separately from management six times during 2015 in sessions at which the independent lead director of the Board presided. All of the non-management members are “independent directors” as defined under the applicable New York Stock Exchange (“NYSE”) and SEC rules.

Communications with the Board and Non-Management Directors

Stockholders and other interested persons may communicate any concerns they may have regarding the Company as follows:

Communications to the Board may be made to the Board generally, any director individually, the non-management directors as a group, or the Chairman of the Board, by writing to the following address:

Columbia Pipeline Group, Inc.

Attention: Board of Directors,

or any Board member,

or non-management directors,

or Chairman of the Board

c/o Corporate Secretary

5151 San Felipe, Suite 2500

Houston, Texas 77056

The Audit and Risk Committee has approved procedures with respect to the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or audit matters. Communications regarding such matters may be made by contacting the Company’s Ethics and Compliance Officer at ethics@cpg.com, calling the business ethics hotline at 1-855-258-0812, or writing to:

Columbia Pipeline Group, Inc.

Attention: Ethics and Compliance

5151 San Felipe, Suite 2500

Houston, Texas 77056

Code of Business Conduct

The Company has adopted a Code of Business Conduct (the “Code of Conduct”) to promote (i) ethical behavior including the ethical handling of conflicts of interest, (ii) full, fair, accurate, timely and understandable financial disclosure, (iii) compliance with applicable laws, rules and regulations, (iv) accountability for adherence to our Code of Conduct and (v) prompt internal reporting of violations of our Code of Conduct. Our Code of Conduct satisfies applicable SEC and NYSE requirements and applies to all directors, officers (including our principal executive officer, principal financial officer, principal accounting officer and controller) as well as employees of the Company and its affiliates. A copy of our Code of Business Conduct is available on our website at http://ir.cpg.com/governance.cfm and also is available to any stockholder upon written request to our Corporate Secretary.

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Any waiver of our Code of Conduct for any director, Section 16 Officer or senior executive may be made only by the Audit and Risk Committee of the Board and must be promptly disclosed to the extent and in the manner required by the SEC or the NYSE and posted on our website. No such waivers have been granted.

Corporate Governance Guidelines

The Governance Committee is responsible for annually reviewing and reassessing the Corporate Governance Guidelines and will submit any recommended changes to the Board for its approval. A copy of the Corporate Governance Guidelines can be found on our website at http://ir.cpg.com/governance.cfm and is also available to any stockholder upon written request to the Company’s Corporate Secretary.

Board Leadership Structure and Risk Oversight

Our Corporate Governance Guidelines state that the Company should remain free to configure leadership of the Board in the way that best serves the Company’s interests at the time and, accordingly, the Board has no fixed policy with respect to combining or separating the offices of Chairman and CEO. If the Chairman is not an independent director, an independent lead director will be chosen annually by the Governance Committee. The independent lead director will coordinate feedback to the CEO on behalf of the independent directors regarding business issues and Board management. The independent lead director and the other independent directors will meet regularly without the CEO present. The Chairman or, if the Chairman is not an independent director, the lead director will serve as chair of the Governance Committee and as the presiding director for purposes of the NYSE rules.

Our CEO, Robert C. Skaggs, Jr., holds the offices of Chairman and Chief Executive Officer. Mr. Skaggs is the director most familiar with our business and industry and is therefore best able to identify the strategic priorities to be discussed by the Board. Combining the role of Chairman and CEO facilitates information flow between management and the Board and fosters strategic development and execution. The Board has appointed Mr. Sigmund L. Cornelius as independent lead director.

The Board takes an active role in monitoring and assessing the Company’s risks, which include risks associated with operations, credit, energy supply, financing, capital investments, and compensation policies and practices. The Board administers its oversight function through utilization of its various committees, as well as through a Risk Management Committee, consisting of members of our senior management, which is responsible for the risk management process. Senior management provides an annual report on our risks to the Board and to the Audit and Risk Committee. Additionally, the Audit and Risk Committee discusses with management and the independent auditor the effect of regulatory and accounting initiatives on the Company’s financial statements and is responsible for review and evaluation of the Company’s major risk exposures and the steps management has taken to monitor and control such exposures. The Audit and Risk Committee reviews and assesses the adequacy of the Company’s Risk Management Committee Charter annually and amends the charter as appropriate. In addition, the Human Resources and Compensation (“CPG HRC Committee”) Committee and the Environmental, Safety and Sustainability (“ESS”) Committee are each charged with overseeing the risks associated with their respective areas of responsibility.

Meetings and Committees of the Board

The Board met eight times during 2015. Each director attended 100% of the total number of the Board meetings and the meetings of the committees of which he or she is a member.

The Board has established four standing committees to assist the Board in carrying out its duties: the Audit and Risk Committee, the Governance Committee, the ESS Committee, and the CPG HRC Committee. The Board evaluates the structure and membership of its committees on an annual basis and appoints the independent members of the Board to serve on the committees and elects committee chairs. The following tables show the composition of each Board committee during 2015. Mr. Skaggs who is the CEO and Chairman of the Board does not serve on any committee but is invited to attend all meetings of each of the standing committees.

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The summaries below are qualified by reference to the entire charter for each of the Audit and Risk, Governance, ESS, and CPG HRC Committees; each of which can be found on our website at http://ir.cpg.com/governance.cfm and is also available to any stockholder upon written request to the Company’s Corporate Secretary.

Audit and Risk Committee

The Audit and Risk Committee met four times during 2015. Among other things, the Audit and Risk Committee has the sole authority to appoint, retain or replace the independent auditors and is responsible for overseeing:

The Board has determined that all of the members of the Audit and Risk Committee meet the independence requirements set forth in the NYSE listing standards and the Audit and Risk Committee charter, and the additional independence standard set forth in our Corporate Governance Guidelines. The Audit and Risk Committee has reviewed and approved the independent registered public accountants, for 2015, and the fees relating to audit services and other services performed by them.

For more information regarding the Audit and Risk Committee, see Item 14 and the “Audit and Risk Committee Report” below.

Governance Committee

The Governance Committee met twice during 2015. Among other things, the Governance Committee’s responsibilities include:

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The Committee identifies and screens candidates for director and makes its recommendations for director to the Board as a whole. The Committee has the authority to retain a search firm to help it identify director candidates to the extent it deems necessary or appropriate. In considering candidates for director, the Committee considers the nature of the expertise and experience required for the performance of the duties of a director of a company engaged in our businesses, as well as each candidate’s relevant business, academic and industry experience, professional background, age, current employment, community service, other board service and other factors. Pursuant to the Corporate Governance Guidelines, the Committee also considers the racial, ethnic and gender diversity of the Board. The Committee seeks to identify and recommend candidates with a reputation for and record of integrity and good business judgment who: have experience in positions with a high degree of responsibility and are leaders in the organizations with which they are affiliated; are effective in working in complex collegial settings; are free from conflicts of interest that could interfere with a director’s duties to the Company and its stockholders; and are willing and able to make the necessary commitment of time and attention required for effective service on the Board. The Committee also takes into account the candidate’s level of financial literacy. The Committee monitors the mix of skills and experience of the directors in order to assess whether the Board has the necessary tools to perform its oversight function effectively. The Committee also assesses the diversity of the Board as part of its annual self-assessment process. The Committee will consider nominees for directors recommended by stockholders and will use the same criteria to evaluate candidates proposed by stockholders.

The Board has determined that all of the members of the Committee are independent as defined under the applicable NYSE rules.

Environmental, Safety & Sustainability Committee

The ESS Committee met twice during 2015. The ESS Committee assists the Board in overseeing the programs, performance and risks relative to environmental, safety and sustainability matters. In this regard, the Committee:

Human Resources and Compensation

The CPG HRC Committee met three times during 2015. The CPG HRC Committee advises the Board with respect to the evaluation and compensation of the Company’s executives. In that regard, among other things, the Committee:

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When considering changes in compensation for our CEO, Chief Financial Officer, and our three other most highly compensated executive officers (“Named Executive Officers”), the Committee also considers input from the Senior Vice President, Human Resources and Employee Engagement and Exequity LLP, an executive compensation consulting firm that the Committee engaged to advise it with respect to executive compensation design, comparative compensation practices and compensation matters relating to the Board. Exequity LLP provides no other services to the Company. The CPG HRC Committee has determined Exequity LLP is independent under the NYSE rules.

All of the directors serving on the CPG HRC Committee are (i) independent as defined under the applicable NYSE and SEC rules and the additional NYSE standard for compensation committees, (ii) “non-employee directors” as defined under Rule 16b-3 of the Exchange Act, and (iii) “outside directors” as defined by Section 162(m) of the Internal Revenue Code (“Section 162(m)”).

Section 16(A) Beneficial Ownership Reporting Compliance

Based solely upon our review of the Forms 3, 4 and 5 furnished to the Company pursuant to Section 16(a) of the Exchange Act, we believe that all of our directors, officers and beneficial owners of more than 10% of the Company’s common stock filed all such reports on a timely basis during 2015.

Audit and Risk Committee Report

Our Audit and Risk Committee consists of Messrs. Kittrell, Cornelius and Silverman and Ms. Taylor. Each of the members of the Audit and Risk Committee is independent as defined by the applicable NYSE and SEC rules. Each of the members of the Audit and Risk Committee also is “financially literate” for purposes of applicable NYSE rules. The Board of Directors has designated Marty R. Kittrell, the Chair of the Audit and Risk Committee, as the “audit committee financial expert.”

The Audit and Risk Committee has reviewed and discussed the audited consolidated financial statements with management and has discussed with Deloitte, the Company’s independent registered public accountants, the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”), Auditing Standard No. 16, “Communications with Audit Committees”; SEC regulation S-X Rule 2-07; PCAOB Auditing Standard No. 5 and the NYSE Corporate Governance Rules. The Audit and Risk Committee also has received the written disclosures and the letter from Deloitte required by PCAOB Ethics and Independence Rule 3526, “Communication with Audit Committees Concerning Independence,” and has discussed with Deloitte its independence. The Audit and Risk Committee has considered whether Deloitte’s provision of non-audit services to the Company is compatible with maintaining Deloitte’s independence.

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In reliance on the review and discussions referred to above, the Audit and Risk Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

Upon recommendation of the Audit and Risk Committee, the Company has appointed Deloitte to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.

Audit and Risk Committee

Marty R. Kittrell, Chair

Sigmund L. Cornelius

Lester P. Silverman

Teresa A. Taylor

February 18, 2016

ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis (CD&A)

We became a publicly-traded company following our Separation from NiSource on July 1, 2015. Prior to the Separation, the NiSource Officer Nomination and Compensation Committee (the “NiSource ONC Committee”) was responsible for the compensation policies of NiSource and for reviewing and determining the compensation of NiSource officers, including Robert C. Skaggs, Jr., Stephen P. Smith and Glen L. Kettering, each of whom became Named Executive Officers of CPG at the time of Separation. Following the Separation, the CPG HRC Committee became responsible for the compensation policies of CPG and for reviewing and determining the compensation of our officers. The following Compensation Discussion and Analysis (“CD&A”) describes the actions taken by both Committees in 2015 relative to our Named Executive Officers.

Introduction

In this CD&A, we discuss the compensation of our CEO, Chief Financial Officer, and our three other most highly compensated executive officers for the year ended December 31, 2015. Our Named Executive Officers are set forth below. As noted above, Mr. Skaggs, Mr. Smith, and Mr. Kettering were Named Executive Officers at NiSource in 2014.

2015 Highlights: A Landmark Year

In virtually every key respect, 2015 was a landmark year for CPG. We successfully launched CPG as a stand-alone public company, continued to execute on our well-established agenda of growth and modernization programs, and delivered on important commitments to financial and other stakeholders – all against a backdrop of historically challenging energy and financial market conditions.

Through the efforts of our team during 2015, CPG became well positioned as an independent, high-growth natural gas pipeline, midstream and storage company – with the financial strength to execute on its transformational, investment-driven growth plan.

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A few of CPG’s notable 2015 achievements include:

CPG’s executive compensation program emphasizes pay for performance, and the CPG HRC Committee considered these achievements while performing its oversight activities. As a result, our Named Executive Officer compensation reflects the operational and financial performance of the Company during 2015.

Merger Agreement with TransCanada Pipelines Limited

As discussed in the Explanatory Note to this Amendment, on March 17, 2016, CPG entered into the Merger Agreement among CPG, Parent and certain affiliates of Parent. If the Merger is completed, the Merger Agreement provides for treatment of outstanding stock-based awards that may be different from the default treatment otherwise described herein. See “—Potential Payments Upon Termination of Employment or a Change-in-Control of the Company” for a description of how these awards would be treated if the Merger is completed.

Executive Compensation Highlights

A number of compensation actions in 2015 were significantly influenced by CPG’s Separation from NiSource. Key actions taken by both the NiSource ONC Committee and the CPG HRC Committee included:

Pre-Separation

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At the Separation

After the Separation

Our Executive Compensation Philosophy

As established by the CPG HRC Committee, the key design priorities of the executive compensation program for our Named Executive Officers are to:

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The CPG HRC Committee believes that our executive compensation program for our Named Executive Officers is thoughtfully and effectively constructed to fulfill our compensation objectives, and rewards decision making that creates value for our shareholders, customers, and other key stakeholders.

Compensation Practices

Our compensation program is intended to attract, retain, and motivate highly qualified executives. The principal elements of compensation we provide to our Named Executive Officers are:

Taken together, these three elements are referred to as “total compensation.”

We generally target total compensation to be competitive with the compensation paid to similarly positioned executives at companies within our peer group of companies (the “CPG Comparative Group”) as described in the section entitled “Our Executive Compensation Process — Competitive Market Review.” We do not manage pay to a certain target percentile of the CPG Comparative Group.

Below we summarize key compensation practices that align with our philosophy and leading governance standards:

What We Do:

What We Don’t Do:

Additionally, when making decisions about our executive compensation program for Named Executive Officers, we will take into account the shareholders’ view of such matters.

Our Executive Compensation Process

The CPG HRC Committee is responsible for determining salaries, performance-based incentives and other matters related to the compensation of our Named Executive Officers and for overseeing the administration of our equity plans, including equity award grants to our Named Executive Officers. The CPG HRC Committee takes into account various factors when making compensation decisions, including:

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The CPG HRC Committee reviews the compensation of our CEO and his executive direct reports each year. In determining the compensation of the CEO and his executive direct reports, the CPG HRC Committee takes into consideration the Governance Committee’s evaluation of the CEO’s performance and the CEO’s recommendation with respect to his executive direct reports. When considering changes in compensation for the Named Executive Officers, the CPG HRC Committee also considers input from the Senior Vice President, Human Resources and Employee Engagement and the CPG HRC Committee’s independent executive compensation consultant, Exequity LLP (“Exequity”).

Exequity reports directly to the CPG HRC Committee and did not provide any other services to us during 2015. The CPG HRC Committee believes there were no conflicts of interest between Exequity and the CPG HRC Committee during the year ended December 31, 2015. In reaching this conclusion, the CPG HRC Committee considered the compensation consultant independence factors set forth in Rule 10C-1(b)(4) of the Exchange Act.

Competitive Market Review

After the Separation, the CPG HRC Committee determined that NiSource’s existing peer group would not sufficiently reflect CPG’s market competitors. Accordingly, the CPG HRC Committee, with input from Exequity, developed the following CPG Comparative Group. The CPG Comparative Group consists of companies with which CPG competes for executive talent and are comparable taking into account various factors, including enterprise value, assets and EBITDA:

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Principal Elements of Our Compensation Program

We have designed our compensation program for Named Executive Officers to meet our business objectives using various compensation elements intended to drive both short-term and long-term performance. The key elements of our compensation program are outlined in the table below.

We believe that total compensation for our Named Executive Officers should be largely performance-based, and the proportion of at-risk, performance-based compensation should increase as the executive’s level of responsibility within the Company increases. The CPG HRC Committee believes the appropriate mix of the elements of compensation should take into account our business objectives, competitive environment, Company performance, individual performance and responsibilities and evolving governance practices. Each of these elements is described in greater detail below.

Base Salary

Base salary is designed to provide our employees with a level of fixed pay that is commensurate with role and responsibility. We believe that by delivering base salaries that are reflective of market norms, we are well-positioned to attract, retain and motivate top caliber executives in a competitive labor environment. The CPG HRC Committee annually reviews the base salaries of our Named Executive Officers to ensure they are competitive within our industry. In so doing, the CPG HRC Committee considers the base salaries paid to similarly situated executives by the companies in the CPG Comparative Group. The CPG HRC Committee determines any base salary changes for our Named Executive Officers based on a combination of factors that includes competitive pay standards, level of

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responsibility, experience, internal equity considerations, historical compensation, and individual performance and contribution to business objectives, as well as recommendations from the CEO. The CEO is evaluated separately, taking into account those factors reviewed for all other Named Executive Officers, as well as the Governance Committee’s evaluation of the CEO’s performance.

2015 Actions

There were no changes to the salaries of Mr. Skaggs, Mr. Smith, or Mr. Kettering during 2015. Prior to becoming CPG Named Executive Officers, Mr. Chapman and Mr. Patterson received 3% increases to $406,850 and $370,800, respectively, effective on June 1, 2015, as part of the annual NiSource merit increase process.

Short-Term Incentives (STI)

This component of total compensation provides employees with the opportunity to earn a cash award tied to both the annual performance of the Company and individual contribution to the organization’s success. The performance goals for STI are based on the financial plan approved by the Board at the beginning of the year (or, in the case of 2015, the appropriate performance period). The financial plan is designed to achieve the aim of creating sustainable shareholder value by growing earnings and cash flow, effectively managing our assets and improving safety. The CPG HRC Committee retains authority to make further discretionary adjustments to the computed STI payments.

Eligibility for participation in the STI program extends to nearly all CPG employees. Every eligible employee has an incentive opportunity at threshold, target and maximum levels of performance, and the CPG HRC Committee identifies expectations for all senior executives, including the Named Executive Officers.

2015 Actions

STI payments to our Named Executive Officers for 2015 were determined based on a combination of pre-separation performance (January through June 2015) and post-separation performance (July through December 2015). Under the NiSource 2015 STI program, with respect to Messrs. Skaggs, Smith and Kettering, individual payout levels for threshold, target, and maximum were established by the NiSource ONC Committee in January 2015 based on a review of competitive information from NiSource’s peer group, input from its independent compensation consultant, historical payouts, and individual performance. These payout levels for the pre-separation period were not changed by the CPG HRC Committee following the separation.

The individual payout opportunity levels (as a percentage of base salary) were as follows:

Pre-Separation Performance

In January 2015, the NiSource ONC Committee established performance measures to evaluate performance for the first half of 2015. The pre-Separation 2015 STI for the Named Executive Officers was subject to achievement with respect to two NiSource corporate financial goals (net operating earnings per share and corporate funds from operations) and, in the case of Messrs. Skaggs, Smith and Kettering, an additional operational measure relating to safety. In addition, as executives of a business unit during the first half of 2015, the pre-Separation 2015 STI for Messrs. Kettering, Chapman and Patterson was also subject to achievement with respect to NiSource’s Columbia Pipeline Group business unit’s (“NiSource CPG”) net operating earnings (net of interest expense and income taxes) and funds from operations.

The NiSource ONC Committee extended to Mr. Skaggs the authority to establish STI program targets for the first half of 2015. He assigned goals that, if accomplished, were expected to ensure NiSource’s attainment of its overall corporate objectives.

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For purposes of determining 2015 STI awards for CPG’s Named Executive Officers for the pre-Separation 2015 period, the CPG HRC Committee evaluated calculations of NiSource earnings, cash flow and safety performance for January 1, 2015, through June 30, 2015. When the result for a particular measure landed between two goals (for example, between the target and maximum goal), the incentive opportunity was determined by interpolation and expressed as a percentage of the target incentive opportunity. Interpolation did not apply for the safety goal. The target was either earned or not.

The applicable pre-Separation 2015 weightings and results as a percentage of the target incentive opportunity for Mr. Skaggs and Mr. Smith were:

The applicable pre-Separation 2015 weightings and results as a percentage of the target incentive opportunity for Mr. Kettering were:

The applicable pre-Separation 2015 weightings and results as a percentage of the target incentive opportunity for Mr. Patterson and Mr. Chapman were:

Post-Separation Performance (CPG Program)

In June 2015, the CPG HRC Committee established new STI plan goals tied to CPG’s performance as a stand-alone company during the second half of 2015. Under these goals, the post-Separation 2015 STI for the Named Executive Officers was subject to achievement of two post-Separation metrics: Adjusted EBITDA, and safety (measured by DART). We define Adjusted EBITDA (non-GAAP) 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

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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. Safety is measured by the number of employee work days missed or restricted or the number of days an employee was transferred, known as the DART metric, which was developed by the Occupational Safety and Health Administration.

All of our Named Executive Officers shared the same metrics and weightings post-Separation. The CPG HRC Committee believes that these measures are appropriate indicators of our short-term success, and the goals for each of these measures were based on CPG financial objectives for the second half of 2015.

Overall 2015 Incentive Plan Award

In January 2016, the CPG HRC Committee certified the post-Separation performance of the Company under the CPG 2015 STI plan. The Committee also reviewed and certified the allocation of STI award amounts with respect to pre-Separation STI goals, as discussed above. The CPG HRC Committee determined that the formulaic results shown below accurately reflected each Named Executive Officer’s performance and did not make any discretionary adjustments. As a result, the total 2015 actual payouts for each of our Named Executive Officers as approved by the CPG HRC Committee were:

2016 STI Program

In January 2016, the HRC Committee discussed and approved a new CPG STI program for 2016. The 2016 CPG STI program includes performance goals tied to achievement of the Company’s strategy for creating sustainable shareholder value by growing earnings and cash flow, effectively managing our assets and improving safety. The program also aligns with common market practices, and the HRC Committee’s philosophy regarding STI. The 2016 program is structured as follows:

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2014 Retention Bonuses

In March 2014, NiSource entered into a retention bonus agreement with Mr. Patterson under which Mr. Patterson is eligible to receive cash retention bonuses in the aggregate amount of $500,000, with the first bonus of $100,000 paid on March 31, 2014, and the second and third installments of $200,000 each to be paid within 30 days following March 31, 2016, and March 31, 2018, respectively, subject to Mr. Patterson’s continued employment with NiSource or one of its affiliates or subsidiaries, or their successors, through the applicable vesting date (or, if earlier, upon Mr. Patterson’s termination of employment without “cause”).

Pursuant to a November 2011 employment offer letter with Mr. Chapman, Mr. Chapman received a $100,000 retention bonus in December 2014. In addition, in September 2014, NiSource entered into a retention bonus agreement with Mr. Chapman under which Mr. Chapman is eligible to receive cash retention bonuses of $100,000 each to be paid within 30 days following December 1, 2015, December 1, 2016, and December 1, 2017, respectively, subject to Mr. Chapman’s continued employment with NiSource or one of its affiliates or subsidiaries, or their successors, through the applicable vesting date (or, if earlier, upon Mr. Chapman’s termination of employment without “cause”).

For purposes of the retention bonuses, “cause” generally means the executive’s (i) conviction of, or plea of guilty or nolo contendere to, a felony or a crime of falsehood or moral turpitude, (ii) engaging in any unethical, immoral or fraudulent conduct which discredits the Company, (iii) substantial nonperformance of his material duties and responsibilities, (iv) violation of our Code of Business Conduct or (v) violation of the confidentiality obligations set forth in the retention bonus agreement.

The amount of the retention earned in 2015 by Mr. Chapman is included in the amount set forth in the Bonus column of the Summary Compensation Table because it is in addition to the amounts based on performance relative to the pre-established performance criteria under the short-term incentive plan, described above, which are set forth in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

Long-Term Equity Incentives (“LTI”)

Our compensation program also includes a long-term equity incentive component under our Omnibus Plan. The CPG HRC Committee believes it important that each executive, in particular each of our senior executives, has personal financial exposure to the performance of our stock and, therefore, is aligned with the financial interests of shareholders. The CPG HRC Committee also believes that long-term equity incentives promote decision making that is consistent with our long-range operating goals.

When establishing award opportunity levels for each Named Executive Officer, the CPG HRC Committee considers, among other things, the executive’s base salary, the appropriate mix of cash and equity award opportunities, prior LTI awards, and the compensation practices for similarly situated executives at other companies in the CPG Comparative Group. The actual value of each award, if any, depends on our performance against pre-established performance measures (for performance-based awards) as well as our stock price at the time the award is paid. The CPG HRC Committee may also approve special equity awards that are not performance-based for specific retention, promotion, or recruiting purposes.

As noted above in “—Merger Agreement with TransCanada Pipelines Limited”, if the Merger is completed, the Merger Agreement provides for treatment of outstanding stock-based awards that may be different from the default treatment otherwise described herein. See “—Potential Payments upon Termination of Employment or a Change-in-Control of the Company” for a description of how these awards would be treated if the Merger is completed.

2015 Actions

2015 NiSource LTI Awards

In January 2015, the NiSource ONC Committee approved a grant of time-based restricted stock units to certain employees of NiSource, including each of our CPG Named Executive Officers. The awards were structured as time-based restricted stock units. The NiSource 2015 LTI awards granted to CPG Named Executive Officers are summarized below.

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Treatment of NiSource Awards at Separation

At the time of CPG’s Separation from NiSource, outstanding NiSource long-term incentive awards were converted to CPG long-term incentive awards under the following process as determined by the NiSource ONC Committee:

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For the NiSource 2013 Performance Share Awards, the following table shows the metrics, weightings, and performance results as approved by the NiSource ONC Committee:

This resulted in the conversion of the outstanding 2013 NiSource Performance Share Awards into CPG-denominated time-based restricted stock units as follows:

For 50% of the NiSource 2014 Performance Share Awards, the following table shows the metrics, weightings, and performance results as approved by the NiSource ONC Committee:

This resulted in the conversion of the outstanding 2014 NiSource Performance Share Awards into CPG-denominated time-based restricted stock units for Named Executive Officers as follows:

The NiSource 2015 Awards were structured as time-based restricted stock units. These NiSource awards were converted to CPG time-based restricted stock units at the time of the Separation as follows:

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Certain of our Named Executive Officers also received special one-time awards of time-based restricted stock units in 2013 and 2014. These NiSource shares were converted to CPG time-based restricted stock units at the time of the Separation as follows:

2015 Separation Awards

In connection with the Separation, the CPG HRC Committee granted CPG performance shares to our senior executive officers, including our Named Executive Officers. In addition, the CPG HRC Committee granted CPG time based restricted stock units to other employees. These awards were intended to create alignment between the participants and CPG’s shareholders and to recognize and retain individuals critical to the success of the Separation and the new company. These Separation awards will vest three years from the date of grant and, with respect to the CPG performance shares, based on CPG’s TSR performance over the period from July 31, 2015 to June 30, 2018.

CPG’s TSR performance will be compared to the Performance Peer Group listed below. The CPG HRC Committee selected these companies because they have operations similar to CPG and are similarly impacted by macroeconomic factors. The Performance Peer Group used for evaluating CPG’s TSR is broader than the CPG Comparative Group utilized by the CPG HRC Committee in its compensation decision-making. The 25 energy companies, including 14 companies from the CPG Comparative Group, were selected by the CPG HRC Committee because each of the companies is similarly affected by external factors that impact stock price such as interest rates and industry opportunities and challenges.

In the case of Merger/Acquisition: If two peer companies merge, the surviving entity remains in the peer group. If a peer company is combined with another company outside the peer group, the company is simply dropped from the group. Potential changes in peer group can be assessed before the next cycle commences.

In the case of Bankruptcy/Liquidation: If a peer company goes bankrupt, results of company (typically -100%) are left in the group for final payout determination. However, a company emerging from bankruptcy during the same cycle is not added back into the cycle, but will be reconsidered for future cycles.

Total Shareholder Return for CPG and the companies in the Performance Peer Group is calculated using the 20 trading day average immediately prior to the beginning and end dates of the performance cycle and includes dividends. If the pre-established performance goals and service condition are met at target performance levels, award recipients will earn 100% of the target number of performance shares awarded.

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The CPG HRC Committee also approved threshold and maximum goals for each measure. If the threshold level is not met, then the executive will not receive any portion of the grant. If the target level is exceeded, the executive could receive up to a maximum of 200% of the target number of performance shares. However, if total shareholder return is negative for the performance period, the maximum payout would be at target regardless of performance relative to the Performance Peer Group.

If CPG’s TSR ranking falls between the 50th percentile and the 100th percentile, then the long-term incentive payout is determined by linear interpolation and is expressed as a percentage of the target opportunity. There is no interpolation between goals below the 50th percentile. Special vesting rules apply in the event of Death, “Retirement,” “Disability” or a “Change-in-Control” (each as defined in the Omnibus Plan). Termination for any other reason will result in forfeiture of all performance shares.

Described below are the measures and goals pertaining to the separation performance share awards.

The CPG HRC Committee authorized Separation awards to the Named Executive Officers in the following amounts. These Separation awards were priced using the CPGX July 2, 2015, closing price of $30.34 (the Company’s first post-Separation stock trading day), and were granted on July 13, 2015, following completion of a required blackout period.

2016 LTI Program

To ensure that our Named Executive Officers’ interests remain aligned with those of our shareholders and the Company’s long-term business objectives, the CPG HRC Committee determined that the Company’s 2016 long-term equity incentive awards should be delivered solely in performance shares. Accordingly, the CPG HRC Committee chose the following measures and weightings for the 2016 LTI program.

Other Compensation and Benefits

We also provide other forms of compensation to our executives, including the Named Executive Officers, consisting of a limited number of perquisites, severance and change-in-control arrangements and a number of other employee benefits that generally are extended to our entire employee population. These other forms of compensation are generally comparable to those that are provided to similarly situated executives at other companies of our size.

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Perquisites. Perquisites are not a principal element of our executive compensation program. They are intended to assist Named Executive Officers in the performance of their duties on behalf of the Company or otherwise to provide benefits that have a combined personal and business purpose. Perquisites consist primarily of financial planning and tax services and travel and living expenses related to commuting arrangements, including the use of charter aircraft. The Company does not reimburse the Named Executive Officers for the payment of personal income taxes incurred by the executives in connection with their receipt of these benefits. For more information on these perquisites, see the Summary Compensation Table and footnote 6 to that table.

Severance and Change-In-Control Benefits. We maintain an executive severance policy and Change-in-Control Agreements with each of the Named Executive Officers.

Change-in-Control Agreements are intended to ensure that thoroughly objective judgments are made in relation to any potential change in corporate ownership so that shareholder value is appropriately safeguarded and returns to investors are maximized. The Change-in-Control Agreements provide for cash severance benefits upon a double trigger (meaning there must be both a qualifying change-in-control and termination of employment) and do not provide for any “gross-up” payments to executives for excise taxes that may be incurred with respect to benefits received under a Change-in-Control Agreement.

Our executive severance policy helps ensure a competitive compensation program and provides protection to executives in case of involuntary job loss.

For further discussion of these agreements, see the “Potential Payments upon Termination of Employment or a Change-in-Control of the Company” table and the accompanying narrative.

Pension Programs. Effective July 1, 2015, we maintain a tax-qualified defined benefit pension plan (the “Columbia Pipeline Group Pension Plan,” hereinafter the “CPG Pension Plan”) for essentially all exempt CPG employees who were hired by NiSource or its predecessor companies before January 1, 2010, all non-exempt CPG employees (both non-union and union employees) who were hired by NiSource or its predecessor companies before January 1, 2013, and a non-qualified defined benefit pension plan (the “Pension Restoration Plan”) for all eligible employees with annual compensation or pension benefits in excess of the limits imposed by the Internal Revenue Service (“IRS”), including the Named Executive Officers. Both the CPG Pension Plan and the Pension Restoration Plan were spun-off from prior plans of NiSource in effect immediately prior to the Separation. The Pension Restoration Plan provides for a pension benefit under the same formula provided under the tax-qualified plan but without regard to IRS limits, reduced by amounts paid under the tax-qualified plan. The material terms of the pension programs are described in the narrative to the Pension Benefits table.

Savings Programs. Our Named Executive Officers are eligible to participate in the same tax-qualified 401(k) plan as most employees (the “Columbia Pipeline Group 401(k) Savings Plan,” hereinafter the “401(k) Plan”) and in a non-qualified defined contribution plan (the “Savings Restoration Plan”) maintained for eligible executive employees. Both the 401(k) Plan and the Savings Restoration Plan were spun-off from prior plans of NiSource in effect immediately prior to the Separation. The 401(k) Plan includes a Company match that varies depending on whether the employee participates in the pension plan and a discretionary Company profit sharing contribution. The Savings Restoration Plan provides for Company contributions in excess of IRS limits under the 401(k) Plan for eligible employees, including the Named Executive Officers. The material terms of the Savings Restoration Plan are described in the narrative to the Non-qualified Deferred Compensation table.

Deferred Compensation Plan. We also maintain the Executive Deferred Compensation Plan (the “Deferred Compensation Plan”) through which eligible Company executives, including the Named Executive Officers, may elect to defer between 5% and 80% of their base salary and annual cash incentive payout. The Company makes the Deferred Compensation Plan available to eligible executives so they have the opportunity to defer their cash compensation without regard to the limits imposed by the IRS for amounts that may be deferred under the 401(k) Plan. The material terms of the Deferred Compensation Plan are described in the narrative to the Non-qualified Deferred Compensation table.

Health and Welfare Benefits. We also provide other broad-based benefits such as medical, dental, life insurance and long-term disability coverage on the same terms and conditions to all employees, including the Named Executive Officers. We believe that these broad-based benefits enhance the Company’s reputation as an employer of choice and thereby serve the objectives of our compensation program to attract, retain and motivate our employees.

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Compensation Policies and Guidelines

We maintain various guidelines and policies to help us meet our compensation objectives including:

Tax Treatment of Executive Compensation. Section 162(m) of the Internal Revenue Code (the “Code”) provides that annual compensation in excess of $1,000,000 paid to the CEO or certain of the other Named Executive Officers, other than compensation meeting the definition of “performance-based compensation,” will not be deductible by a corporation for federal income tax purposes. The CPG HRC Committee reviews the deductibility of compensation under Section 162(m) and related regulations published by the IRS. The CPG HRC Committee retains the discretion to amend any compensation arrangement to comply with Section 162(m)’s requirements for deductibility in accordance with the terms of such arrangements and what it believes is in the best interest of the Company.

The CPG HRC Committee considers the anticipated tax treatment to the Company when determining executive compensation and routinely seeks to structure its executive compensation program in a way that preserves the deductibility of compensation payments and benefits. It should be noted, however, that there are many factors which are considered by the CPG HRC Committee in determining executive compensation and, similarly, there are many factors which may affect the deductibility of executive compensation. To maintain the flexibility to compensate the Named Executive Officers in a manner designed to promote varying corporate goals, the CPG HRC Committee has not adopted a policy that all executive compensation must be deductible under Section 162(m).

In addition, Sections 280G and 4999 of the Code impose excise taxes on Named Executive Officers, directors who own significant shareholder interests in the Company and other service providers who receive payments in excess of a threshold level upon a change-in-control. Although we do not provide any gross up payments to

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reimburse officers, directors or others for any such taxes, the Company or its successor could lose a deduction for amounts subject to the additional tax. As discussed under “Potential Payments upon Termination of Employment or a Change-in-Control of the Company” below, it is possible that payments to the Named Executive Officers could be subject to these taxes.

Finally, Section 409A of the Code imposes additional taxes on Named Executive Officers, directors and other service providers who defer compensation in a manner that does not comply with Section 409A. The Company has reviewed its compensation arrangements for compliance with applicable Section 409A requirements. The Company may amend its compensation programs in the future to comply with current or additional guidance under Section 409A, to the extent that the CPG HRC Committee believes that is advisable.

Human Resources and Compensation Committee Report

The CPG HRC Committee has furnished the following report to the stockholders of the Company in accordance with rules adopted by the Securities and Exchange Commission.

The CPG HRC Committee states that it reviewed and discussed with management the Company’s Compensation Discussion and Analysis contained in this report.

Based upon the review and discussions referred to above, the CPG HRC Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this report.

This report is submitted on behalf of the members of the CPG HRC Committee:

March 8, 2016

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended December 31, 2015, Messrs. Cornelius and Nutter, Ms. Taylor and Ms. Parker served on the HRC Committee. There were no compensation committee interlocks or insider participation.

Director Compensation

This section describes compensation for our non-employee directors. To attract and retain highly qualified candidates to serve on the Board, we use a combination of cash and equity awards. A full-time employee who serves as director does not receive any additional compensation for service on the Board. Consequently, because Mr. Skaggs is also our CEO, he does not receive additional compensation for his service as a Board member.

Each non-employee director receives an annual retainer of $240,000, consisting of $90,000 in cash and an award of restricted stock units valued at $150,000 at the time of the award. The cash retainer is paid in arrears in four equal installments at the end of each calendar quarter.

The restricted stock units are awarded annually and the number of restricted stock units is determined by dividing the value of the annual equity retainer by the closing price of the Company’s common stock on the grant date. Restricted stock units are granted to directors under the Omnibus Plan.

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Additionally, each director who serves as chair of a Board committee receives compensation for this responsibility. The annual committee chair fees are $20,000 for each of the standing committees. The independent lead director of the Board receives additional annual compensation of $30,000 for his role. These fees are paid in cash in arrears in four equal installments and are prorated in the case of partial year service.

As discussed above in “—Merger Agreement with TransCanada Pipelines Limited”, if the Merger is completed, the Merger Agreement provides for treatment of outstanding stock-based awards held by our non-employee directors that may be different from the default treatment otherwise described herein. See “—Potential Payments upon Termination of Employment or a Change-in-Control of the Company” for a description of how these awards would be treated if the Merger is completed.

All Other Compensation

The other compensation included under the column “All Other Compensation” in the Director Compensation table below consists of matching contributions made by the Columbia Pipeline Group Charitable Foundation. The Company matches up to $10,000 annually in contributions by any director to approved tax-exempt charitable organizations. Any amount not utilized for the match in the year it is first available is carried over to the following year.

Omnibus Plan

The Omnibus Plan permits equity awards to be made to non-employee directors in the form of non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash-based awards and other stock-based awards. Terms and conditions of awards to non-employee directors will be determined by the board of directors, based on the recommendation of the Governance Committee, prior to grant. Awards of restricted stock units will vest and be payable in shares of common stock on the earlier of (a) the last day of the director’s annual term for which the restricted stock units are awarded or (b) the date that the director separates from service due to a “Change in Control” (as defined in the Omnibus Plan); provided, however, that in the event that the director separates from service prior to such time as a result of “Retirement” (defined as the cessation of services after providing a minimum of five continuous years of service as a member of the board of directors), death or “Disability” (as defined in the Omnibus Plan), the director’s restricted stock unit awards will vest pro-rata in an amount determined by using a fraction, where the numerator will be the number of full or partial calendar months elapsed between the grant date and the date of the director’s Retirement, death or Disability, and the denominator of which will be the number of full or partial calendar months elapsed between the grant date and the last day of the director’s annual term for which the director is elected that corresponds to the year in which the restricted stock units are awarded. The vested restricted stock units awarded will be payable as soon as practicable following vesting, except as otherwise provided pursuant to the non-employee director’s prior deferral election.

With respect to restricted stock units that have not been distributed, additional restricted stock units will be credited to each non-employee director’s bookkeeping account to reflect ordinary cash dividends paid to stockholders. The restricted stock units have no voting or other stock ownership rights and are payable in shares of our common stock upon distribution.

Treatment of NiSource Restricted Stock Units Held by CPG Directors at the Separation

Unvested NiSource restricted stock units that were held by each of the Company’s non-employee directors on the date of Separation converted into CPG restricted stock units in a manner that preserved the value of the award following the Separation and such that CPG restricted stock units are on substantially the same terms and conditions as the original NiSource restricted stock units, except that any continued vesting of such CPG restricted stock units are now based on continued service with CPG.

Vested but unpaid NiSource restricted stock units that were held by each of the Company’s non-employee directors on the date of Separation continue to remain in full force and effect as NiSource restricted stock units. Those NiSource restricted stock units will be paid in accordance with the terms set by NiSource at the time of their grant.

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The Company also granted additional restricted stock units under the Company’s Omnibus Plan so that the aggregate value of the retained NiSource restricted stock units and the Company restricted stock units immediately after the Separation was equivalent in value to the vested but unpaid NiSource restricted stock units immediately before the Separation. The additional Company restricted stock units will be paid at the same time as the retained NiSource restricted stock units.

Further, the retained NiSource restricted stock units included a one-time opportunity for directors to elect to convert the underlying investment of their restricted stock unit accounts from NiSource common stock to other investment options that track mutual funds or track the Company’s common stock. If a director made this one-time election, payment of the restricted stock units would be made in cash and not in NiSource stock. This election feature was made available solely with respect to the vested but unpaid NiSource restricted stock units as of the date of the Separation.

The companion grant of Company restricted stock units also gave directors a one-time opportunity to convert the underlying investment of their restricted stock unit accounts from the Company’s common stock to other investment options that track mutual funds or track NiSource common stock. If a director made this one-time election, payment of the restricted stock units would be made in cash and not in Company stock. This election feature was made available solely with respect to the companion grant of vested but unpaid Company restricted stock units as of the date of the Separation.

Director Stock Ownership

The Board maintains stock ownership requirements for its directors that are included in the Corporate Governance Guidelines. Within five years of becoming a non-employee director, each non-employee director is required to hold an amount of Company stock with a value equal to five times the annual cash retainer paid to directors by the Company. Company stock that counts towards satisfaction of this requirement includes shares purchased on the open market, awards of restricted stock or restricted stock units through the prior Non-Employee Director Stock Incentive Plan (the non-employee director equity plan sponsored by NiSource) or the Omnibus Plan, and shares beneficially owned in a trust or by a spouse or other immediate family member residing in the same household.

Each director has a significant portion of his or her compensation directly aligned with long-term stockholder value. Approximately sixty-three percent (63%) of a non-employee director’s annual retainer (valued as of the time of award) consists of restricted stock units, which are converted into common stock when distributed to the director.

The table below shows the number of shares of common stock beneficially owned by each non-employee director, the number of non-voting restricted stock units that have been awarded, and the combined total as of March 14, 2016.

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Director Compensation

The table below sets forth all compensation earned by or paid to our non-employee directors in 2015. Our CEO does not receive any additional compensation for his service on the Board. His compensation for serving as CEO is listed under Compensation of Named Executive Officers.

Assessment of Risk

The Company annually assesses whether its incentive compensation programs are constructed in a manner that might induce participant behaviors that could cause the Company material harm. An assessment was performed after the Separation, and the Company concluded that the incentive components of our program for senior executives are not reasonably likely to have a material adverse effect on the Company, for reasons that include the following:

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Compensation of Named Executive Officers

Summary. The following table summarizes compensation for services to CPG and its affiliates for 2015, 2014 and 2013 awarded to, earned by or paid to each of the Named Executive Officers as of December 31, 2015. Compensation for years 2013, 2014, and the first half of 2015 was paid by NiSource for services prior to the separation. Compensation for the second half of 2015 was paid by CPG for services following the separation.

2015 Summary Compensation Table

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2015 Grants of Plan-Based Awards

The following table sets forth information concerning plan-based awards under the CPG Omnibus Plan to the Named Executive Officers in 2015.

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2015 Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information at fiscal year-end concerning outstanding grants of equity awards to the Named Executive Officers, including awards of restricted stock units and performance shares to the Named Executive Officers. No options were granted in 2015.

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2015 Option Exercises and Stock Vested

2015 Pension Benefits

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Tax Qualified Pension Plans. CPG and its affiliates sponsor a qualified defined benefit pension plan for their exempt employees who were hired by NiSource before January 1, 2010, and their non-exempt employees who were hired by NiSource before January 1, 2013, including the Named Executive Officers identified in the Pension Benefits table. Benefits under these plans are funded through and are payable out of a trust fund, which consists of contributions made by CPG and the earnings of the fund.

Specifically, the Named Executive Officers, other than Mr. Chapman, as noted above, participate in the CPG Pension Plan and each such officer’s benefit is determined under a cash balance benefit feature of that plan. Under this feature of the CPG Pension Plan, each eligible exempt employee has an account balance to which annual pay credits and interest credits are allocated. Annual pay credits to a participant’s account under the current cash balance formula equal a percentage of compensation, taking into account the Social Security Taxable Wage Base, based on the participant’s combined age and service for the plan year. The applicable pay credits are listed in the following table:

Compensation for purposes of annual pay credits means base pay, any performance-based pay, any “banked” vacation (in the year of vacation payout) and any salary reduction contributions made for the employee pursuant to a plan maintained by CPG or an affiliate under Sections 125 or 401(k) of the Code, but excluding any amounts deferred to a non-qualified plan maintained by CPG. In accordance with limits of the Code, the maximum compensation taken into account in determining benefits under the plans with respect to all participants, including the Named Executive Officers, in 2015 was limited to $265,000. Interest is credited each year to the account based on the interest rate on 30-year Treasury securities, as determined by the IRS, for the September immediately preceding the first day of each year, subject to a minimum interest credit of 4%.

As of the effective date of the CPG Pension Plan (July 1, 2015), the benefit of each participant in the CPG Pension Plan is equal to the benefit that such participant had accrued prior to the separation in the respective NiSource Pre-Separation Plan in which the individual participated (either the Columbia Energy Group Pension Plan (the “CEG Plan”) or the NiSource Pension Plan (the “NiSource Plan”)). Benefits in the NiSource Pre-Separation Plans were also accrued under a cash balance benefit feature.

Prior to the separation, Messrs. Skaggs, Smith and Kettering participated in the CEG Plan and Mr. Patterson participated in the NiSource Plan. Both the CEG Plan and the NiSource Plan previously provided for a “final average pay” benefit (“FAP benefit”) for exempt employees and, alternatively, a prior cash balance benefit feature, in addition to a current cash balance feature identical to that described above for the CPG Pension Plan.

As of January 1, 2011, all active exempt employees participating in the NiSource Pre-Separation Plans, who had accrued a benefit under a FAP benefit formula or, alternatively, under the prior cash balance formula, were converted to each plan’s respective current cash balance formula. Mr. Skaggs was the only Named Executive Officer participating in the FAP benefit of one of the NiSource Pre-Separation Plans at the time of such January 1, 2011 conversion. Mr. Kettering also previously participated in the FAP benefit but was converted to the prior cash balance formula during an earlier choice program at NiSource.

Under IRS rules, such a converted cash balance benefit cannot be less than the “protected” accrued benefit of the participant at the time of conversion. Accordingly, both Messrs. Skaggs’ and Kettering’s accrued benefit under the CPG Pension Plan is equal to his respective cash balance account, or, if greater at the time of retirement from CPG, his respective “protected benefit,” which is a calculation taking into consideration the accrued benefit under the FAP benefit formula of the prior CEG Plan as of the day immediately preceding conversion of the participant’s CEG Plan benefit to the cash balance formula in such plan (using only service and compensation earned prior to the benefit conversion).

Messrs. Skaggs and Kettering’s benefits under the CPG Pension Plan therefore consist of : (1) an “opening account balance” that was determined under the prior CEG Plan equal to either (a) in the case of an exempt employee transitioning from a FAP benefit formula under such plan, the lump sum actuarial equivalent of his

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accrued FAP benefit in that plan as of December 31, 2010, or (b) in the case of an exempt employee transitioning from the prior cash balance formula in such plan, equal to the account balance in such prior cash balance formula of the plan as of December 31, 2010; plus (2) annual pay and interest credits to the cash balance account from the time of conversion (including pay and interest credits under the CEG Plan after conversion and prior the separation, as well as pay and interest credits from and after the effective date of the CPG Pension Plan). Mr. Smith was participating in the applicable cash balance benefit formula of the CEG Plan at the time of the above-referenced conversion, and Mr. Patterson was participating in the applicable cash balance benefit formula of the NiSource Plan at the time of the above-referenced conversion. Accordingly, Messrs. Smith’s and Patterson’s benefits under the CPG Pension Plan consist of the annual pay and interest credits allocated to their accounts in the respective NiSource Pre-Separation Plans, as well as pay and interest credits from and after the effective date of the CPG Pension Plan.

The automatic form of benefit under the cash balance feature of the CPG Pension Plan is a single life annuity in the case of an unmarried participant and a 50% joint and survivor pop-up annuity in the case of a married participant (unreduced for the value of the pop-up feature). Optional forms of payment are available under the CPG Pension Plan, depending on the participant’s marital status and benefit feature. Each optional form of benefit is defined in the CPG Pension Plan to be the actuarial equivalent of the normal form of benefit defined in the plan.

Under the cash balance feature of the CPG Pension Plan, any participant may take a distribution of his or her vested cash balance account benefit upon termination of employment, without any reduction. Alternatively, if the participant’s accrued benefit is determined by the protected benefit calculation referenced above (i.e., the protected benefit calculation is greater than the participant’s cash balance account), the participant would receive the protected benefit amount (which may reflect an actuarial or early retirement reduction if the participant elects to receive it prior to normal retirement date as provided in the applicable plan).

Because each of the Named Executive Officers now participates in the current cash balance feature of the CPG Pension Plan (other than Mr. Chapman, who is not eligible to participate), each such Named Executive Officer is eligible to take an unreduced distribution of his cash balance account upon termination of employment regardless of age and service, or if greater, the Named Executive Officer could take a distribution of the accrued benefit using the protected benefit calculation. Currently, Messrs. Skaggs, Smith and Kettering are the only Named Executive Officers eligible for early retirement (which impacts the protected benefit calculation), with early retirement defined under the CPG Pension Plan as the earlier of age 55 with 10 years of eligible service or age 60 with 5 years of eligible service.

Assumptions. The present value of the accumulated benefit for each Named Executive Officer identified above is his account balance payable under the applicable plan. For Messrs. Skaggs, Kettering, and Patterson, this value is greater than the present value of their protected benefit using the assumptions set forth in Note 14—Pension and Other Postretirement Benefits in the Notes to the Consolidated and Combined Financial Statements included in CPG’s Annual Report on Form 10-K for the year ended December 31, 2015. CPG has not granted any extra years of credited service under the plans identified above.

Non-qualified Pension Benefit Plan. CPG also sponsors the Pension Restoration Plan. The Pension Restoration Plan is a non-qualified, unfunded defined benefit plan. The plan includes employees of the CPG and its affiliates whose benefits under the applicable tax-qualified pension plan are limited by Sections 415 and 401(a) (17) of the Code, including each of the Named Executive Officers. The Pension Restoration Plan provides for a supplemental retirement benefit equal to the difference between (i) the benefit a participant would have received under the qualified pension plan had such benefit not been limited by Sections 415 and 401(a)(17) of the Code, or any other applicable Section, and reduced by deferrals into our Deferred Compensation Plan, minus (ii) the actual benefit received under the qualified pension plan after applying any limits and considering deferrals into our Deferred Compensation Plan. Participants are provided the opportunity to elect any form of payment available under the qualified pension plan prior to accruing a benefit under the plan. If no election is made, the benefit is payable as a lump sum. The timing of payment under the Pension Restoration Plan generally is 45 days after one of the following: (1) if the participant qualifies for early retirement under the applicable qualified pension plan, following separation from service; or (2) if the participant does not qualify for early retirement at the time of separation from service, the later of separation from service or age 65. Key employees for purposes of Section 409A of the Code, however, may not receive payments triggered by separation from service until 6 months after the termination date.

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No plan benefits were paid to any Named Executive Officer under the CPG Pension Plan or the Pension Restoration Plan in 2015.

2015 Non-qualified Deferred Compensation