UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



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

For the quarterly period ended ~~September~~June 30, ~~2013~~2014



¨	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 of registrant as specified in its charter)



Delaware		84-0173305
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification 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 has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark 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	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 þ

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. AND SUBSIDIARIES

TABLE OF CONTENTS

		PageNumber
	Caption		PageNumber
	PART I. FINANCIAL INFORMATION
	Information Regarding Forward-Looking Statements		2
Item 1.	Financial Statements
PART I. FINANCIAL INFORMATION
	Consolidated Statements of Income and Comprehensive Income - Three and Nine Months Ended September 30, 2013 and 2012	1
Item 1.	Financial Statements
	Consolidated Balance Sheets - September 30, 2013 and December 31, 2012	2
	Consolidated Statements of Income and Comprehensive Income - Three and Six Months Ended June 30, 2014 and 2013		3
	Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2013 and 2012	3
	Consolidated Balance Sheets - June 30, 2014 and December 31, 2013		4
	Consolidated Statements of Member's Equity - Nine Months Ended September 30, 2013 and 2012	4
	Consolidated Statements of Cash Flows - Six Months Ended June 30, 2014 and 2013		5
	Notes to Consolidated Financial Statements	5
	Consolidated Statements of Member’s Equity - Six Months Ended June 30, 2014 and 2013		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Notes to Consolidated Financial Statements		7
	General and Basis of Presentation	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Results of Operations	9
	General and Basis of Presentation		11
	Information Regarding Forward-Looking Statements	10
	Results of Operations		11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	10	12
Item 4.	Controls and Procedures	11	12
PART II. OTHER INFORMATION	~~PART II. OTHER INFORMATION~~
Item 1.	Legal Proceedings	12	13
Item 1A.	Risk Factors	12	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12	13
Item 3.	Defaults Upon Senior Securities	12	13
Item 4.	Mine Safety Disclosure	12	13
Item 5.	Other Information	12	13
Item 6.	Exhibits	13	14
	Signature	14	15

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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, expressed or implied statements 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 Annual Report on Form 10-K for the year ended December 31, 2013 (2013 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 2013 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. We disclaim any obligation, other than as required by applicable law, to update the results of any revisions to any forward looking statements to reflect future events or developments.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

COLORADO INTERSTATE GAS COMPANY, L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(In Millions)

(Unaudited)

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	Three Months EndedJune 30,						Six Months EndedJune 30,
	2013			2012			2013			2012
	2014			2013			2014			2013
Revenues	$	8894		$	8991		$	~~287~~201		$	~~291~~199
Operating Costs and Expenses
Operations and maintenance	2521			2619			7636			9340
Depreciation and amortization	11			11			3322			3322
Taxes, other than income taxes	4			3			14			15
General and administrative	4			6			9			11
Total Operating Costs and Expenses	40			40			123			141
Taxes, other than income taxes	6			5			11			10
Operating Income	48			49			164			150
Total Operating Costs and Expenses	42			41			78			83
Operating Income	52			50			123			116
Other Income (Expense)
Other, net	1			1			1			2
Interest expense, net	(16		)	(16		)	(31		)	(31		)
Interest expense, net	(15		)	(16		)	(46		)	(47		)
Other, net	1			—			1			—
Affiliated interest income, net	—			—			—			1
Total Other Income (Expense)	(15		)	(16		)	(30		)	(31		)
Total Other Income (Expense)	(14		)	(15		)	(45		)	(44		)
Net Income	37			34			93			85
Net Income	34			34			119			106
Other Comprehensive Loss
Other Comprehensive Income
Adjustments to postretirement benefit plan liabilities	(1		)	—			(1		)	—
Adjustments to postretirement benefit plan liabilities	1			—			1			—
Comprehensive Income	$	36		$	34		$	92		$	85
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. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Millions)

	September 30, 2013		December 31, 2012
	June 30, 2014		December 31, 2013
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	—	$	1—
Accounts receivable, net	34		38
Accounts receivable	28		36
Inventories	87		8
Regulatory assets	810		69
Other current assets	4		6
Natural gas imbalance receivable	4		5
Total current assets	54		59
Other current assets	1		3
Property, plant and equipment, net	1,373		1,385
Total current assets	50		61
Note receivable from affiliate	28		36
Property, plant and equipment, net	1,353		1,367
Deferred charges and other assets	46		45
Note receivable from affiliate	19		33
Total Assets	$	1,501	$	1,525
Deferred charges and other assets	42		44
LIABILITIES AND MEMBER'S EQUITY
Total Assets	$	1,464	$	1,505
LIABILITIES AND MEMBER’S EQUITY
Current liabilities
Current portion of debt	$	541	$	5
Accounts payable	1510		1117
Accrued interest	114		4
Accrued taxes, other than income	1411		15
Regulatory liabilities	37		92
Contractual deposits	85		47
Accrued other current liabilities	7		3
Other current liabilities	5		6
Total current liabilities	6383		5156
Long-term liabilities and deferred credits
Long-term debt	~~640~~610		~~642~~639
Other long-term liabilities and deferred credits	1612		1420
Total long-term liabilities and deferred credits	656		656
Total Liabilities	705		715
Total Liabilities	719		707
Commitments and contingencies (Note 5)
Commitments and contingencies (Note 6)
Member’s equity	750		780
Member's equity	771		808
Accumulated other comprehensive income	9		10
Accumulated other comprehensive income	11		10
Total Member’s Equity	759		790
Total Member's Equity	782		818
Total Liabilities and Member’s Equity	$	1,464	$	1,505
Total Liabilities and Member's Equity	$	1,501	$	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. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Millions)

(Unaudited)

	Nine Months EndedSeptember 30,
	Six Months Ended June 30,
	2013			2012
	2014			2013
Cash Flows From Operating Activities
Net Income	$	~~119~~93		$	~~106~~85
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	3322			3322
Other	(4		)	4
Other non-cash items	(2		)	(3		)
Changes in components of working capital:
Accounts receivable	48			~~(18~~10		)
Other current assets, including inventories	2			2
Regulatory assets	(1		)	1
Accounts payable	2			(17		)
Other current assets, including inventories	4			3
Accrued interest	7			7
Accounts payable	(3		)	1
Accrued taxes, other than income	(14		)	(35		)
Regulatory liabilities	(34		)	(2		)
Other current liabilities	3(2		)	(8—		)
Other long-term assets and liabilities	(1		)	~~(10~~3		)
Net Cash Provided by Operating Activities	~~161~~120			94115
Cash Flows From Investing Activities
Capital expenditures	(147		)	(199		)
Net change in note receivable from affiliate	814			3610
Other	3			—
Other, net	(1		)	4
Net Cash (Used in) Provided by Investing Activities	(3		)	17
Net Cash Provided by Investing Activities	6			5
Cash Flows From Financing Activities
Payments of debt	(3		)	(32		)
Distributions to Members	(156		)	(121		)
Distributions to Member	(123		)	(114		)
Contributions from Members	—			13
Net Cash Used in Financing Activities	(126		)	(116		)
Net Cash Used in Financing Activities	(159		)	(111		)
Net change in Cash and Cash Equivalents	—			4
Net Decrease in Cash and Cash Equivalents	(1		)	—
Cash and Cash Equivalents, beginning of period	—			1
Cash and Cash Equivalents, beginning of period	1			2
Cash and Cash Equivalents, end of period	$	—		$	5
Cash and Cash Equivalents, end of period	$	—		$	2
Non-Cash Investing Activities
Decrease in property, plant and equipment accruals and contractor retainage	$	(3	)	$	—

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

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COLORADO INTERSTATE GAS COMPANY, L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF MEMBER'’S EQUITY

(In Millions)

(Unaudited)

December 31, 2011	$	809
Net income	106
Contributions	13
Distributions	(121		)
September 30, 2012	$	807
December 31, 2012	$	818
Net income	~~119~~85
Distributions	(~~156~~114		)
Other comprehensive income	1
June 30, 2013	$	789
September 30, 2013	$	782
December 31, 2013	$	790
Net income	93
Distributions	(123		)
Other comprehensive loss	(1		)
June 30, 2014	$	759

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

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COLORADO INTERSTATE GAS COMPANY, L.L.C. AND SUBSIDIARIES

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,"” “ours” 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 indirectly controlled by 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~~2013 ~~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 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):

	September 30, 2013		December 31, 2012
	June 30, 2014		December 31, 2013
Senior Notes, 5.95%, due 2015	$	35	$	35
Senior Notes, 5.95%, due March 2015	$	35	$	35
Senior Notes, 6.80%, due 2015	340		340
Senior Notes, 6.80%, due November 2015	340		340
Senior Debentures, 6.85%, due 2037	100		100
Senior Debentures, 6.85%, due June 2037	100		100
Other financing obligations	~~170~~176		~~172~~169
Total long-term debt and other financing obligations	645		647
Total debt and other financing obligations	651		644
Less: Current portion of debt	541		5
Total long-term debt and other financing obligations, less current maturities	$	640	$	642
Total debt and other financing obligations, less current maturities	$	610	$	639

Debt Covenants

As of ~~September~~June 30, ~~2013~~2014, we were in compliance with all of our debt covenants. For a further discussion of our debt, see our ~~2012~~2013 Form 10-K.

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3. Fair Value

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

	September 30, 2013				December 31, 2012
	June 30, 2014				December 31, 2013
	CarryingAmount		Estimated FairValue		CarryingAmount		Estimated FairValue
Total debt, excluding total other financing obligations (1)	$	475	$	534	$	475	$	561
Total debt, excluding total other financing obligations (a)	$	475	$	525	$	475	$	532

___________________

(1a) Our other financing obligations were $~~170~~176 million and $~~172~~169 million as of ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013, of which $6 million and $5 million, respectively, was 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~~2013 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 ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, there were no changes to the inputs and valuation techniques used to measure fair value of these instruments, or the levels in which they were classified.

As of ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013, 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 Members. During the nine months ended September 30, 2013 and 2012, we paid cash distributions of approximately $156 million and $121 million, respectively. During the nine months ended September 30, 2012, we received a cash contribution of approximately $13 million from our Members to fund our expansion projects.

Affiliate Balances

We enter into transactions with our affiliates within the ordinary course of business including long-term contracts providing for natural gas transportation services to and from affiliates, and various operating agreements. Such transactions are conducted in accordance with all applicable laws and regulations and on an arms’ length basis consistent with our policies governing such transactions. For a further discussion of our ~~affiliated~~affiliate transactions, see our ~~2012~~2013 Form 10-K.

The 6following table summarizes our balance sheet affiliate balances (in millions):

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	June 30, 2014		December 31, 2013
Natural gas imbalance receivable	$	1	$	3
Accounts payable	6		6
Natural gas imbalance payable (a)	2		2
Note receivable (b)	19		33
Financing obligations (c)	176		169

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

	September 30, 2013		December 31, 2012
Accounts receivable, net	$	1	$	1
Contractual gas imbalance receivable(1)	2		1
Accounts payable	6		4
Contractual gas imbalance payable(2)	3		—
Note receivable(3)	28		36
Financing obligations(4)	170		172

_____________________

(1a) Included in "“Other current ~~assets"~~liabilities” on our Consolidated Balance Sheets.

(2b) ~~Included~~We participate in ~~"Accrued~~EPB’s ~~other~~cash ~~current~~management ~~liabilities"~~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% as of June 30, 2014 and December 31, 2013. These amounts are included in “Note receivable from affiliate” on our Consolidated Balance Sheets.

(3c) WeRepresents ~~participate~~financing inobligations ~~EPB’s~~payable ~~cash~~to ~~management~~WYCO ~~program~~Development ~~which~~L.L.C. ~~matches~~related ~~the~~to ~~short-term~~Totem ~~cash~~Gas ~~surpluses~~Storage Facility and ~~needs~~High ofPlains ~~participating affiliates~~Pipeline, ~~thus~~of ~~minimizing~~which ~~total~~$6 ~~borrowings~~million ~~from~~and ~~outside~~$5 ~~sources.~~million, ~~EPB~~respectively, ~~uses~~is ~~the~~included ~~cash~~in ~~management~~“Current ~~program~~portion toof ~~settle~~debt” ~~intercompany transactions between participating affiliates. The interest rate~~ on ~~this~~our ~~note~~Consolidated isBalance ~~variable~~Sheets ~~and was 1.9% and 2.0%~~ as of ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013. ~~These amounts are included in "Note receivable from affiliate" on our Consolidated Balance Sheets.~~

(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.8

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Operating revenues	$	—	$	1	$	1	$	5
Operating expenses(1)	15		17		45		71
Reimbursement of operating expenses	—		—		—		5

_____________________

(1) Includes severance costs of $1 million and $10 million for the three and nine months ended 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 nine months ended September 30, 2012, we sold $168 million of accounts receivable to the third-party financial institution for which we received $102 million of cash up front and had a deferred purchase price of $66 million. We received $68 million for the nine months ended 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 2012 nine month 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.

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

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



	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
Revenues	$	1	$	1	$	1	$	1
Operations and maintenance	9		10		18		20
General and administrative	5		6		10		10

5. Litigation, Environmental and Other Contingencies

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, 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 ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013, we had approximately $32 million accrued for our environmental matters.

Other Commitments

~~For~~We ahad ~~further~~no ~~discussion~~material ofchanges to our ~~other~~capital commitments, ~~see~~as disclosed in our ~~2012~~2013 Form 10-K.

76. Accounting for Regulatory ~~Matters~~Activities

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~~Substantially all of our regulatory assets are being recovered as cost of service in our rates over a period of approximately 1 year to 27 years. For a detailed discussion of our regulatory assets and liabilities, see our 2013 Form 10-K.

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

	September 30, 2013		December 31, 2012
	June 30, 2014		December 31, 2013
Current regulatory assets	$	810	$	69
Non-current regulatory assets(1)	12		14
Non-current regulatory assets (a)	11		12
Total Regulatory Assets	$	2021	$	2021
Current regulatory liabilities	$	37	$	92
Non-current regulatory liabilities(2)	10		10
Non-current regulatory liabilities (b)	10		10
Total Regulatory Liabilities	$	1317	$	1912

________________

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

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

Rates 8and Regulatory Matter

In August 2011, the Federal Energy Regulatory Commission approved an uncontested pre-filing settlement of a rate case required under the terms of a previous settlement. The settlement generally provides for (i) our current tariff rates to continue until our next general rate case, which will be effective no earlier than October 1, 2014 but no later than October 1, 2016, (ii) contract extensions to March 2016, (iii) a revenue sharing mechanism with certain of our customers for certain revenues above annual threshold amounts and (iv) a revenue surcharge mechanism with certain of our customers to charge for certain shortfalls of revenue less than an annual threshold amount.

7. Recent Accounting Pronouncements

Accounting Standards Update (ASU) No. 2014-09

On May 28, 2014, the Financial Accounting Standards Board issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." This ASU is designed to create greater comparability for financial statement users across industries and jurisdictions. The provisions of ASU No. 2014-09 include a five-step process by which entities will recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the payment to which an entity expects to be entitled in exchange for those goods or services. The standard also will require enhanced disclosures, provide more comprehensive guidance for transactions such as service revenue and contract modifications, and enhance guidance for multiple-element arrangements. ASU No. 2014-09 will be effective for U.S. public companies for annual reporting periods beginning after December 15, 2016, including interim reporting periods (January 1, 2017 for us). Early adoption is not permitted. We are currently reviewing the effect of ASU No. 2014-09 on our revenue recognition.

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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~~2013 Form 10-K, and (iii) our management’s discussion and analysis of financial condition and results of operations included in our ~~2012~~2013 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

Non-GAAP Measures

The non-GAAP financial measure, earnings before depreciation and amortization (EBDA) before certain items, is presented below under Earnings Results. Certain items are items that are required by GAAP to be reflected in net income, but typically either do not have a cash impact, or by their nature are separately identifiable from our normal business operations and in our view are likely to occur only sporadically.

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~~Our 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~~Our management assesses our earnings performance based on ~~our~~ EBDA, which excludes depreciation and amortization, general and administrative expenses and interest expense, net. ~~Certain~~General ~~general~~ and administrative expenses ~~have~~include ~~been~~items ~~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 GAAP performance measures such as operating income or operating cash flows.

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

	Nine Months EndedSeptember 30,
	Six Months EndedJune 30,
	2013			2012
	2014			2013
Revenues	$	~~287~~201		$	~~291~~199
Operating Expenses
Operation and maintenance	(7636		)	(9340		)
General and administrative expenses	15			34
Taxes, other than income taxes	(11		)	(10		)
Operation and maintenance, excluding general and administrative expenses	(61		)	(59		)
Subtotal	(47		)	(50		)
Taxes, other than income taxes	(14		)	(15		)
Other, net	1			—
Operating Expenses	(75		)	(74		)
EBDA	$	155		$	149
Other, net	1			2
EBDA	$	213		$	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):

	Nine Months EndedSeptember 30,
	Six Months EndedJune 30,
	2013			2012
	2014			2013
EBDA(1)	$	213		$	219
EBDA	$	155		$	149
Depreciation and amortization expense	(33		)	(33		)
Depreciation and amortization	(22		)	(22		)
General and administrative expenses(2)	(15		)	(34		)
General and administrative	(9		)	(11		)
Interest expense, net	(4631		)	(4631		)
Net income	$	~~119~~93		$	~~106~~85
Throughput volumes (Billion British thermal units per day)	2,~~185~~226			2,~~124~~214

_______________

(1) 2012 includes a $2 million increase in EBDA for the 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 $10 million allocated to us from El Paso as a result of KMI's acquisition of El Paso.

EBDA

~~The~~Our ~~items~~EBDA ~~described in footnote (1) above~~ increased ~~our EBDA~~ by $26 million ~~for~~in the ~~nine~~six months ended ~~September~~June 30, ~~2012. After~~2014 ~~adjusting for these items, EBDA was $4 million lower for the nine months ended September 30, 2013~~ as compared to the same period in ~~2012~~2013. ~~Our~~ ~~EBDA~~The increase was ~~impacted~~driven by lower transportation revenues of $9 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 $6 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 as included in our August 2011 rate case settlement) and increased revenue from the High Plains expansion project which was placed in service in March 2014. ~~Additionally~~ In addition, ~~our~~we experienced lower operating expenses of $4 million due to favorable rates on gas used for system balancing which is generally expected to reverse for the full year. Partially offsetting these favorable impacts were ~~further~~lower ~~impacted~~transportation byrevenues aof $14 million ~~unfavorable~~due ~~revaluation~~to the nonrenewal of ~~our~~expiring ~~system~~contracts ~~inventory~~and ~~due~~restructuring toof ~~changes~~certain incontracts ~~natural~~at ~~gas~~lower ~~prices~~volumes ~~from~~or ~~prior~~discounted ~~periods.~~rates

General and Administrative ~~Expense~~

~~After~~Our ~~adjusting~~general ~~for~~and ~~severance~~administrative ~~costs~~expense ~~discussed~~was ~~in item (~~$2) ~~above,~~million ~~our~~lower ~~general~~for ~~and~~the ~~administrative~~six ~~expenses~~months ~~were~~ended $9June ~~million~~30, ~~lower~~2014 ~~in 2013~~ as compared to ~~2012~~the same period in 2013 primarily due to lower ~~corporate~~allocated ~~allocations~~expense ~~resulting~~related ~~from~~to ~~realization~~lower ofrent ~~synergies~~expenses ~~and~~along ~~cost savings associated~~ with ~~KMI's~~lower ~~acquisition~~professional ofservice ~~El Paso~~fees.

~~Information~~Rate ~~Regarding~~Case ~~Forward-Looking Statements~~Settlements

~~This~~See ~~report~~Item ~~includes forward-looking statements~~1. ~~These~~Financial ~~forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. They use words such as “anticipate~~Statements,” ~~“believe,”~~Note ~~“intend,”~~6 “~~plan,”~~Accounting ~~“projection,”~~for ~~“forecast,”~~Regulatory ~~“strategy,~~Activities” ~~“position,”~~for ~~“continue,”~~information ~~“estimate,”~~related “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~~rate tocase ~~control or predict~~settlement.

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.

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Item 4. Controls and Procedures.

As of ~~September~~June 30, ~~2013~~2014, 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~~June 30, ~~2013~~2014 that has materially affected, or is reasonably likely to materially affect, our internal ~~control~~controls over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

See Part I, Item 1, Note 65 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~~2013 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.

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).
3.1*		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) for the year ended December 31, 2012, 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).
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.
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted 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.
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted 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.
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2—		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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.
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, 2014 and 2013; (ii) our Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013; (iii) our Consolidated Statements of Cash Flows for the six months ended June 30, 2014 and 2013; (iv) our Consolidated Statements of Member’s Equity for the six months ended June 30, 2014 and 2013; 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: October 31, 2013



Date:	July 30, 2014	By:	/s/ David P. Michels
			David P. Michels
			Vice President and Chief Financial Officer
			(principal financial and accounting officer)

~~By: /s/ David P. Michels David P. Michels Vice President and Chief Financial Officer (principal financial and accounting officer)~~15

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