UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

____________________________________________________

FORM 10-Q

~~____________________________________________________~~þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ýFor ~~QUARTERLY~~the ~~REPORT~~quarterly ~~PURSUANT~~period TOended ~~SECTION~~September 30, 132013 ~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

For the quarterly period ended June 30, 2013



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-4874

____________________________________________________

COLORADO INTERSTATE GAS COMPANY, L.L.C.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

____________________________________________________



Delaware		84-0173305
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Delaware		84-0173305
(State or other jurisdictionof incorporation or organization)		(I.R.S. EmployerIdentification No.)

1001 Louisiana Street, Suite 1000, Houston, Texas 77002

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: 713-369-9000

~~____________________________________________________~~ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant ~~(1)~~ has ~~filed~~submitted ~~all~~electronically ~~reports~~and posted on its corporate Website, if any, every Interactive Data File required to be ~~filed~~submitted byand ~~Section 13~~posted orpursuant ~~15(d) of~~to ~~the~~Rule ~~Securities~~405 ~~Exchange~~of ~~Act~~Regulation S-T (§232.405 of ~~1934~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit ~~such reports),~~ and ~~(2) has~~post ~~been subject to~~ such ~~filing requirements for the past 90 days~~files). Yes ý þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer þ ~~x (Do not check if a smaller reporting company)~~ Smaller reporting company ¨

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

COLORADO INTERSTATE GAS COMPANY, L.L.C. MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) TO FORM 10-Q AND IS THEREFORE FILING THIS REPORT WITH A REDUCED DISCLOSURE FORMAT.

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COLORADO INTERSTATE GAS COMPANY, L.L.C.

TABLE OF CONTENTS

		PageNumber
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Income and Comprehensive Income - Three and Six Months Ended June 30, 2013 and 2012	1
	Consolidated Statements of Income and Comprehensive Income - Three and Nine Months Ended September 30, 2013 and 2012	1
	Consolidated Balance Sheets - June 30, 2013 and December 31, 2012	2
	Consolidated Balance Sheets - September 30, 2013 and December 31, 2012	2
	Consolidated Statements of Cash Flows - Six Months Ended June 30, 2013 and 2012	3
	Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2013 and 2012	3
	Consolidated Statements of Member's Equity - Six Months Ended June 30, 2013 and 2012	4
	Consolidated Statements of Member's Equity - Nine Months Ended September 30, 2013 and 2012	4
	Notes to Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	General and Basis of Presentation	9
	Results of Operations	9
	Information Regarding Forward-Looking Statements	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	10
Item 4.	Controls and Procedures	1011
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	1112
Item 1A.	Risk Factors	1112
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1112
Item 3.	Defaults Upon Senior Securities	1112
Item 4.	Mine Safety Disclosure	1112
Item 5.	Other Information	1112
Item 6.	Exhibits	1213
	Signature	1314

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

COLORADO INTERSTATE GAS COMPANY, L.L.C.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(In Millions)

(Unaudited)

	Three Months EndedJune 30,						Six Months EndedJune 30,
	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	2013			2012			2013			2012
Revenues	$	9188		$	9389		$	~~199~~287		$	~~202~~291
Operating Costs and Expenses
Operation and maintenance	25			38			51			67
Operations and maintenance	25			26			76			93
Depreciation and amortization	11			11			2233			2233
Taxes, other than income taxes	54			63			1014			1215
Total Operating Costs and Expenses	4140			5540			83123			~~101~~141
Operating Income	5048			3849			~~116~~164			~~101~~150
Other Income (Expense)
Other, net	—1			1			—1			12
Interest expense, net	(1615		)	(16		)	(3146		)	(3147		)
Affiliated interest income, net	—			1—			—			1
Total Other Expense	(16		)	(14		)	(31		)	(29		)
Total Other Income (Expense)	(14		)	(15		)	(45		)	(44		)
Net Income and Comprehensive Income	$	34		$	24		$	85		$	72
Net Income	34			34			119			106
Other Comprehensive Income
Adjustments to postretirement benefit plan liabilities	1			—			1			—
Comprehensive Income	$	35		$	34		$	120		$	106

The accompanying notes are an integral part of these consolidated financial statements.

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COLORADO INTERSTATE GAS COMPANY, L.L.C.

CONSOLIDATED BALANCE SHEETS

(In Millions)

	June 30, 2013		December 31, 2012
	September 30, 2013		December 31, 2012
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	5—	$	1
Accounts receivable, net	2834		38
Inventories	8		8
Regulatory assets	68		6
Other current assets	24		6
Total current assets	4954		59
Property, plant and equipment, net	1,~~371~~373		1,385
Note receivable from affiliate	2628		36
Deferred charges and other assets	4446		45
Total Assets	$	1,~~490~~501	$	1,525
LIABILITIES AND MEMBER'S EQUITY
Current liabilities
Current portion of debt	$	5	$	5
Accounts payable	1115		11
Accrued interest	411		4
Accrued taxes, other than income	1014		15
Regulatory liabilities	43		9
Contractual deposits	8		4
Accrued other current liabilities	37		3
Total current liabilities	4563		51
Long-term liabilities and deferred credits
Long-term debt	~~641~~640		642
Other long-term liabilities and deferred credits	1516		14
Total long-term liabilities and deferred credits	656		656
Total Liabilities	~~701~~719		707
Commitments and contingencies (Notes 2 and 6)
Commitments and contingencies (Note 6)
Member's equity	~~779~~771		808
Accumulated other comprehensive income	1011		10
Total Member's Equity	~~789~~782		818
Total Liabilities and Member's Equity	$	1,~~490~~501	$	1,525

The accompanying notes are an integral part of these consolidated financial statements.

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COLORADO INTERSTATE GAS COMPANY, L.L.C.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Millions)

(Unaudited)

	Six Months EndedJune 30,
	Nine Months EndedSeptember 30,
	2013			2012
Cash Flows From Operating Activities
Net Income	$	85119		$	72106
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	2233			2233
Other	(34		)	94
Changes in components of working capital:
Accounts receivable	104			(1618		)
Other current assets, including inventories	42			12
Accounts payable	12			(117		)
Accrued taxes, other than income	(5		)	(6		)
Accrued interest	7			7
Regulatory liabilities	(2		)	(2		)
Accrued taxes, other than income	(1		)	(3		)
Other current liabilities	—			(8		)
Regulatory liabilities	(3		)	(2		)
Other long-term assets and liabilities	3			(7		)
Other current liabilities	3			(8		)
Net Cash Provided by Operating Activities	115			64
Other long-term assets and liabilities	(1		)	(10		)
Net Cash Provided by Operating Activities	161			94
Cash Flows From Investing Activities
Capital expenditures	(914		)	(1419		)
Net change in note receivable from affiliate	108			2836
Other	43			—
Net Cash Provided by Investing Activities	5			14
Net Cash (Used in) Provided by Investing Activities	(3		)	17
Cash Flows From Financing Activities
Payments of debt	(23		)	(23		)
Distributions to members	(114		)	(91		)
Distributions to Members	(156		)	(121		)
Contributions from members	—			13
Contributions from Members	—			13
Net Cash Used in Financing Activities	(~~116~~159		)	(80111		)
Net Increase (Decrease) in Cash and Cash Equivalents	4			(2		)
Net Decrease in Cash and Cash Equivalents	(1		)	—
Cash and Cash Equivalents, beginning of period	1			2
Cash and Cash Equivalents, end of period	$	5—		$	—2

The accompanying notes are an integral part of these consolidated financial statements.

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COLORADO INTERSTATE GAS COMPANY, L.L.C.

CONSOLIDATED STATEMENTS OF MEMBER'S EQUITY

(In Millions)

(Unaudited)

December 31, 2011	$	809
Net income	72106
Contributions	13
Distributions	(91121		)
June 30, 2012	$	803
September 30, 2012	$	807
December 31, 2012	$	818
Net income	85119
Distributions	(~~114~~156		)
June 30, 2013	$	789
Other comprehensive income	1
September 30, 2013	$	782

The accompanying notes are an integral part of these consolidated financial statements.

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COLORADO INTERSTATE GAS COMPANY, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. General

Organization

We are a Delaware limited liability company, originally formed in 1927 as a corporation. We are an interstate pipeline system serving the Rocky Mountain Region. Unless the context otherwise requires, references to "us," we," "our," or "CIG," are describing Colorado Interstate Gas Company, L.L.C. and its consolidated subsidiaries. We are wholly owned by El Paso Pipeline Partners Operating Company, L.L.C., a wholly owned subsidiary of El Paso Pipeline Partners, L.P. (EPB), a master limited partnership ofindirectly Elcontrolled ~~Paso~~by ~~LLC (El Paso), a wholly owned subsidiary of~~ Kinder Morgan, Inc. (KMI). On May 24, 2012, EPB acquired the remaining 14% interest in us from a wholly owned subsidiary of El Paso LLC (El Paso), and we became an indirect wholly owned subsidiary of EPB.

Basis of Presentation

We have prepared our accompanying unaudited consolidated financial statements under the rules and regulations of the United States Securities and Exchange Commission (SEC). These rules and regulations conform to the accounting principles contained in the Financial Accounting Standards Board's Accounting Standards Codification, the single source of Generally Accepted Accounting Principles in the United States of America (GAAP) and referred to in this report as the Codification. Under such rules and regulations, we have condensed or omitted certain information and notes normally included in financial statements prepared in conformity with the Codification. We believe, however, that our disclosures are adequate to make the information presented not misleading.

Our accompanying consolidated financial statements reflect normal adjustments, and also recurring adjustments that are, in the opinion of our management, necessary for a fair presentation of our financial results for the interim periods. Certain amounts from prior periods have been reclassified to conform to the current presentation. Interim results are not necessarily indicative of results for a full year; accordingly, you should read these consolidated financial statements in conjunction with our consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2012, which we refer to in this report as our 2012 Form 10-K.

Immaterial Correction

During the second quarter of 2012, we determined that certain accrued environmental liabilities established in periods prior to 2008 were overstated by approximately $6 million. We corrected this error in June 2012 by reducing accrued liabilities ~~by approximately $6 million,~~ with an offsetting reduction in operating expenses.

We evaluated the impact of the error and determined that it was not material to our previously reported consolidated financial statements. Additionally, we determined that the correction of the error was not material to our 2012 consolidated financial statements.

2. Debt

We classify our debt based on the contractual maturity dates of the underlying debt instruments. We defer costs associated with debt issuance over the applicable term. These costs are then amortized as interest expense in our Consolidated Statements of Income and Comprehensive Income. The following table summarizes the net carrying value of our outstanding debt (in millions):

	June 30, 2013		December 31, 2012
	September 30, 2013		December 31, 2012
Senior Notes, 5.95%, due 2015	$	35	$	35
Senior Notes, 6.80%, due 2015	340		340
Senior Debentures, 6.85%, due 2037	100		100
Other financing obligations	~~171~~170		172
	646		647
Total long-term debt and other financing obligations	645		647
Less: Current portion of debt	5		5
Total long-term debt and other financing obligations, less current maturities	$	~~641~~640	$	642

Debt Covenants

As of ~~June~~ September 30, 2013, we were in compliance with all of our debt covenants. For a further discussion of our debt, see our 2012 Form 10-K.

3. Fair Value

The following table reflects the carrying amount and estimated fair value of our debt, excluding total other financing obligations (in millions):

	June 30, 2013				December 31, 2012
	September 30, 2013				December 31, 2012
	CarryingAmount		Estimated FairValue		CarryingAmount		Estimated FairValue
Total debt, excluding total other financing obligations (1)	$	475	$	~~540~~534	$	475	$	561

___________________

(1) Our other financing obligations ~~are~~were $~~171~~170 million and $172 million as of ~~June~~September 30, 2013 and December 31, 2012, of which $5 million iswas reported as "Current portion of debt" on our Consolidated Balance Sheets for each period. For a further discussion of our other financing obligations, see our 2012 Form 10-K.

We separate the fair values of our financial instruments into levels based on our assessment of the availability of observable market data and the significance of non-observable data used to determine the estimated fair value. We estimated the above fair values of debt, excluding total other financing obligations, primarily based on quoted market prices for the same or similar issues, a Level 2 fair value measurement. Our assessment and classification of an instrument within a level can change over time based on the maturity or liquidity of the instrument and this change would be reflected at the end of the period in which the change occurs. During the ~~six~~nine months ended ~~June~~September 30, 2013, there were no changes to the inputs and valuation techniques used to measure fair value, of these instruments, or the levels in which they ~~are~~were classified.

As of ~~June~~September 30, 2013 and December 31, 2012, the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable represent their fair values based on the short-term nature of these items. The carrying amount of our affiliate note receivable approximates its fair value due to the note being due on demand and the market-based nature of the interest rate.

4. Related Party Transactions

Distributions and Contributions

Pursuant to our limited liability company agreement, we are required to make cash distributions to our ~~owners~~Members. During the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, we paid cash distributions of approximately $~~114~~156 million and $91121 million, respectively. During the ~~six~~nine months ended ~~June~~September 30, 2012, we received a cash contribution of approximately $13 million from our ~~owners~~Members to fund our expansion projects.

Affiliate Balances

We enter into transactions with our affiliates within the ordinary course of business. For a further discussion of our affiliated transactions, see our 2012 Form 10-K.

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The following table summarizes our balance sheet amounts attributable to affiliate transactions (in millions):

	June 30, 2013		December 31, 2012
	September 30, 2013		December 31, 2012
Accounts receivable, net	$	1	$	1
Contractual gas imbalance receivable(1)	—2		1
Accounts payable	76		4
Notes receivable(2)	26		36
Contractual gas imbalance payable(2)	3		—
Financing obligations(3)	171		172
Note receivable(3)	28		36
Financing obligations(4)	170		172

_____________________


(1)	Included in "Other current assets" on our Consolidated Balance Sheets.

(2) WeIncluded ~~participate~~ in EPB’s cash management program which matches the short-term cash surpluses and needs of participating affiliates, thus minimizing total borrowings from outside sources. EPB uses the cash management program to settle intercompany transactions between participating affiliates. The interest rate on this note is variable and was 1.9% and 2.0% as of June 30, 2013 and December 31, 2012. These amounts are included in "~~Notes~~Accrued ~~receivable~~other ~~from~~current ~~affiliate~~liabilities" on our Consolidated Balance Sheets.

(3) ~~Represents~~We ~~financing~~participate ~~obligations~~in ~~payable~~EPB’s tocash ~~WYCO~~management ~~Development~~program Lwhich matches the short-term cash surpluses and needs of participating affiliates, thus minimizing total borrowings from outside sources.~~L.C.~~ ~~related~~EPB uses the cash management program to ~~Totem~~settle ~~Gas~~intercompany ~~Storage~~transactions ~~Facility~~between participating affiliates. The interest rate on this note is variable and ~~High~~was ~~Plains~~1.9% ~~Pipeline,~~and 2.0% as of ~~which~~September $530, ~~million~~2013 isand December 31, 2012. These amounts are included in "~~Current~~Note ~~portion~~receivable offrom ~~debt~~affiliate" on our Consolidated Balance Sheets ~~for each period end~~.


(4)	Represents financing obligations payable to WYCO Development L.L.C. related to Totem Gas Storage Facility and High Plains Pipeline, of which $5 million is included in "Current portion of debt" on our Consolidated Balance Sheets for each period end.

The following table shows overall revenues, expenses and reimbursements from our affiliates (in millions):

	Three Months EndedJune 30,				Six Months EndedJune 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Operating revenues	$	1—	$	1	$	1	$	45
Operating expenses(1)	1615		3117		3045		5471
Reimbursement of operating expenses	—		3—		—		5

_____________________

(1) Includes severance costs of $91 million and $10 million for the three and ~~six~~nine months ended ~~June~~September 30, 2012, allocated to us from El Paso as a result of KMI's acquisition of El Paso.

5. Accounts Receivable Sales Program

We participated in an accounts receivable sales program where we sold receivables in their entirety to a third-party financial institution (through a wholly owned special purpose entity). In connection with our accounts receivable sales, we received a portion of the sales proceeds up front and received an additional amount upon the collection of the underlying receivables, which we refer to as deferred purchase price. During the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2012, we sold $~~63 million and $~~168 million, ~~respectively,~~ of accounts receivable to the third-party financial institution for which we received $~~38 million and $~~102 million, ~~respectively,~~ of cash up front and had a deferred purchase price of $~~25 million and $~~66 million~~, respectively~~. We received $~~27 million and $~~68 million for the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2012 of cash when the underlying receivables were collected during 2012. Losses recognized on the sale of accounts receivable were immaterial for the ~~three~~2012 ~~and~~nine ~~six~~ month ~~periods~~period. The accounts receivable sales program was terminated in June 2012. For a further discussion of our accounts receivable sales program, see our 2012 Form 10-K.

Our ability to recover the deferred purchase price was based solely on the collection of the underlying receivables. For a further discussion of our accounts receivable sales program see our 2012 Form 10-K.

6. Litigation, Environmental and Other Contingencies

We are party to various legal, regulatory and other matters arising from the day-to-day operations of our business that may result in claims against us. Although no assurance can be given, we believe, based on our experiences to date and taking into account established reserves, that the ultimate resolution of such items will not have a material adverse impact on our business, financial position, results of operations or cash flows. We believe we have meritorious defenses to the matters to which we are a party and intend to vigorously defend these matters. When we determine a loss is probable of occurring and is reasonably estimable, we accrue an undiscounted liability for such contingencies based on our best estimate using information available at that time. If the estimated loss is a range of potential outcomes and there is no better estimate within the range, we accrue the amount at the low end of the range. We disclose contingencies where an adverse outcome may be material, or in the judgment of management, we conclude the matter should otherwise be disclosed.

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Legal Matters

We had no accruals for any outstanding legal proceedings as of ~~June~~September 30, 2013 and December 31, 2012.

Environmental Matters

We are subject to environmental cleanup and enforcement actions from time to time. Our operations are subject to federal, state and local laws and regulations relating to protection of the environment. Although we believe our operations are in substantial compliance with applicable environmental law and regulations, risks of additional costs and liabilities are inherent in our operations, and there can be no assurance that we will not incur significant costs and liabilities. Moreover, it is possible that other developments, such as increasingly stringent environmental laws, regulations and enforcement policies under the terms of authority of those laws, and claims for damages to property or persons resulting from operations, could result in substantial costs and liabilities to us.

General

Although it is not possible to predict the ultimate outcomes, we believe that the resolution of the environmental matters ~~set forth in this note~~, and other matters to which we are a party, will not have a material adverse effect on our business, financial position, results of operations or cash flows. As of ~~June~~September 30, 2013 and December 31, 2012, we had approximately $3 million accrued for our environmental matters.

Other Commitments

For a further discussion of our other commitments, see our 2012 Form 10-K.

7. Regulatory Matters

Regulatory Assets and Liabilities

Regulatory assets and liabilities represent probable future revenues or expenses associated with certain charges and credits that will be recovered from or refunded to customers through the ratemaking process. The regulatory assets are being recovered as cost of service in our rates over a period of approximately 1 year to 27 years.

The following table summarizes our regulatory asset and liability balances (in millions):

	June 30, 2013		December 31, 2012
	September 30, 2013		December 31, 2012
Current regulatory assets	$	68	$	6
Non-current regulatory assets(1)	1312		14
Total Regulatory Assets	$	1920	$	20
Current regulatory liabilities	$	43	$	9
Non-current regulatory liabilities(2)	10		10
Total Regulatory Liabilities	$	1413	$	19

________________

(1) Included in "Deferred charges and other assets" on our accompanying Consolidated Balance Sheets.

(2) Included in "Other long-term liabilities and deferred credits" on our accompanying Consolidated Balance Sheets.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General and Basis of Presentation

The following information should be read in conjunction with (i) our accompanying interim consolidated financial statements and related notes (included elsewhere in this report), (ii) our consolidated financial statements and related notes included in our 2012 Form 10-K, and (iii) our management’s discussion and analysis of financial condition and results of operations included in our 2012 Form 10-K. The information required by this Item is presented in a reduced disclosure format pursuant to General Instruction H to Form 10-Q.

On May 24, 2012, EPB acquired the remaining 14% interest in us from a wholly owned subsidiary of El Paso and we became an indirect wholly owned subsidiary of EPB.

Results of Operations

~~Management~~Non-GAAP assesses our performance based on our earnings before depreciation and amortization (EBDA), which excludes depreciation and amortization, general and administrative expenses and interest expense, net. Certain general and administrative expenses have been excluded from EBDA such as employee benefits, legal, information technology and other costs that are not controllable by operating management and thus are not included in the measure of performance for which they are accountable. Our management uses EBDA as a measure to assess the operating results and effectiveness of our assets. We believe providing EBDA to our investors is useful because it is the same measure used by management to evaluate our performance and allows investors to evaluate our operating results without regard to our financing methods. EBDA may not be comparable to measures used by other companies. Additionally, EBDA should be considered in conjunction with net income and other performance measures such as operating income or operating cash flows. Measures

The non-GAAP financial measure, earnings before depreciation and amortization (EBDA) before certain items, is presented below under Earnings Results.

Our non-GAAP measure described below should not be considered as an alternative to GAAP net income, operating income or any other GAAP measure. EBDA before certain items is not a financial measure in accordance with GAAP and has important limitations as an analytical tool. You should not consider this non-GAAP measure in isolation or as a substitute for an analysis of our results as reported under GAAP. Our EBDA before certain items excludes some but not all items that affect net income and may not be comparable to measures used by other companies. Management compensates for the limitations of this non-GAAP measure by reviewing our comparable GAAP measures, understanding the differences between the measures and taking this information into account in its analysis and its decision making process.

Earnings Results

Management assesses our performance based on our EBDA, which excludes depreciation and amortization, general and administrative expenses and interest expense, net. Certain general and administrative expenses have been excluded from EBDA such as employee benefits, legal, information technology and other costs that are not controllable by operating management and thus are not included in the measure of performance for which they are accountable. Our management uses EBDA as a measure to assess the operating results and effectiveness of our assets. We believe providing EBDA to our investors is useful because it is the same measure used by management to evaluate our performance and allows investors to evaluate our operating results without regard to our financing methods. EBDA may not be comparable to measures used by other companies. Additionally, EBDA should be considered in conjunction with net income and other performance measures such as operating income or operating cash flows.

Below are the components of EBDA for the periods presented (in millions):

	Six Months EndedJune 30,
	Nine Months EndedSeptember 30,
	2013			2012
Revenues	$	~~199~~287		$	~~202~~291
Operating Expenses
Operation and maintenance	(5176		)	(6793		)
General and administrative expenses	1115			2734
Operation and maintenance, excluding general and administrative expenses	(4061		)	(4059		)
Taxes, other than income taxes	(1014		)	(1215		)
Operating Expenses	(5075		)	(5274		)
Other, net	—1			12
EBDA	$	~~149~~213		$	~~151~~219

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Below is a reconciliation of our EBDA to net income, our throughput volumes and an analysis and discussion of our operating results for the periods presented (in millions, except operating statistics):

	Six Months EndedJune 30,
	Nine Months EndedSeptember 30,
	2013			2012
EBDA(1)	$	~~149~~213		$	~~151~~219
Depreciation and amortization expense	(2233		)	(2233		)
General and administrative expenses(2)	(1115		)	(2734		)
Interest expense, net	(3146		)	(3046		)
Net income	$	85119		$	72106
Throughput volumes (Billion British thermal units per day)	2,~~214~~185			2,~~108~~124

_______________

(1) 2012 includes a $2 million increase in EBDA for the ~~six~~nine month period related to the following certain items:


•	$4 million charge to operating expenses attributable to a canceled software implementation project, and


•	$6 million non-cash adjustment reducing operating expenses for an out of period correction to reduce environmental liabilities for certain environmental projects;

(2) 2012 includes severance costs of $910 million allocated to us from El Paso as a result of KMI's acquisition of El Paso.

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EBDA

The items described in footnote (1) above increased our EBDA by $2 million for the ~~six~~nine months ended ~~June~~September 30, 2012. After adjusting for these items, EBDA was ~~flat~~$4 million lower for the ~~six~~nine months ended ~~June~~September 30, 2013 as compared to the same period in 2012. Our EBDA was impacted by lower transportation revenues of $59 million largely due to the nonrenewal of expiring contracts and the restructuring of certain contracts at lower volumes or discounted rates. Partially offsetting this unfavorable impact were higher revenues of $46 million attributable to the revenue surcharge mechanism (which enables us to make estimated customer billing surcharge accruals with certain customers when realized revenue is less than the annual threshold amounts in our August 2011 rate case settlement). Additionally, weour ~~experienced lower~~ operating expenses ~~of $3 million primarily due to synergies resulting from KMI's acquisition of El Paso. Our operating expenses~~ were further impacted by a ~~net~~ $21 million unfavorable revaluation of our system inventory due to changes in natural gas prices from prior periods.

General and Administrative Expense

After adjusting for severance costs discussed in item (2) above, our general and administrative expenses were $79 million lower in 2013 as compared to 2012 primarily due to lower corporate allocations resulting from realization of synergies and cost savings associated with KMI's acquisition of El Paso.

Information Regarding Forward-Looking Statements

This report includes forward-looking statements. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. They use words such as “anticipate,” “believe,” “intend,” “plan,” “projection,” “forecast,” “strategy,” “position,” “continue,” “estimate,” “expect,” “may,” or the negative of those terms or other variations of them or comparable terminology. In particular, statements, expressed or implied, concerning future actions, conditions or events, future operating results or the ability to generate sales, income or cash flow or to make distributions are forward-looking statements. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Future actions, conditions or events and future results of operations may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results are beyond our ability to control or predict.

See Part I, Item 1A “Risk Factors” in our 2012 Form 10-K for a more detailed description of factors that may affect the forward-looking statements. When considering forward-looking statements, one should keep in mind the risk factors described in our 2012 Form 10-K. The risk factors could cause our actual results to differ materially from those contained in any forward-looking statement. Because of these risks and uncertainties, you should not place undue reliance on any forward-looking statement.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Omitted from this report pursuant to the reduced disclosure format permitted by General Instruction H to Form 10-Q.

Item 4. Controls and Procedures.

As of June 30, 2013, our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon and as of the date of the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports we file and submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported as and when required, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. There has been no change in internal controls over financial reporting during the quarter ended June 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Item 4. Controls and Procedures.

As of September 30, 2013, our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon and as of the date of the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports we file and submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported as and when required, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. There has been no change in internal controls over financial reporting during the quarter ended September 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

See Part I, Item 1, Note 6 to our consolidated financial statements entitled “Litigation, Environmental and Other Contingencies,” which is incorporated herein by reference.

Item 1A. Risk Factors.

There have been no material changes in or additions to the risk factors disclosed in Part I, Item 1A in our 2012 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Omitted from this report pursuant to the reduced disclosure format permitted by General Instruction H to Form 10-Q.

Item 3. Defaults Upon Senior Securities.

Omitted from this report pursuant to the reduced disclosure format permitted by General Instruction H to Form 10-Q.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Each exhibit identified below is filed as a part of this Report. Exhibits filed with this Report are designated by “*”. All exhibits not so designated are incorporated herein by reference to a prior filing as indicated.




3.1*—		Certificate of Formation of Colorado Interstate Gas Company, L.L.C., dated August 31, 2011 (incorporated by reference to Exhibit 3.1 to Colorado Interstate Gas Company, L.L.C.'s Annual Report on Form 10-K (File No. 001-04874) filed with the SEC on March 1, 2013).

3.2*—		Second Amended and Restated Limited Liability Company Agreement of Colorado Interstate Gas Company, L.L.C. dated May 24, 2012 (incorporated by reference to Exhibit 10.2 to El Paso Pipeline Partners, L.P.’s Current Report on Form 8-K (File No. 001-33825) filed with the SEC on May 24, 2012).

31.1—		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2—		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1—		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2—		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101—		Interactive data files pursuant to Rule 405 of Regulation S-T: (i) our Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2013 and 2012; (ii) our Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012; (iii) our Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2012; (iv) our Consolidated Statements of Member's Equity for the nine months ended September 30, 2013 and 2012; and (v) the notes to our Consolidated Financial Statements.

ExhibitNumber		Description
3.1		Certificate of Formation of Colorado Interstate Gas Company, L.L.C., dated August 31, 2011 (incorporated by reference to Exhibit 3.1 to Colorado Interstate Gas Company, L.L.C.'s Annual Report on Form 10-K (File No. 001-04874) filed with the SEC on March 1, 2013).
3.2		Second Amended and Restated Limited Liability Company Agreement of Colorado Interstate Gas Company, L.L.C. dated May 24, 2012 (incorporated by reference to Exhibit 10.2 to El Paso Pipeline Partners, L.P.’s Current Report on Form 8-K (File No. 001-33825) filed with the SEC on May 24, 2012).
*31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*101		Interactive data files pursuant to Rule 405 of Regulation S-T: (i) our Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2013 and 2012; (ii) our Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012; (iii) our Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2012; (iv) our Consolidated Statements of Member's Equity for the six months ended June 30, 2013 and 2012; and (v) the notes to our Consolidated Financial Statements.

* Asterisk indicates exhibit incorporated by reference as indicated; all other exhibits are filed herewith, except as noted otherwise.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	COLORADO INTERSTATE GAS COMPANY, L.L.C. Registrant (A Delaware limited liability company)

Date: ~~August~~October 231, 2013



By:		/s/ David P. Michels
		David P. Michels
		Vice President and Chief Financial Officer
		(principal financial and accounting officer)

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