File No. 69-292
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
----------------------------
FORM U-3A-2/A FOR 2001
STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION
UNDER RULE U-2 FROM THE PROVISIONS OF THE PUBLIC
UTILITY HOLDING COMPANY ACT OF 1935
To Be Filed Annually Prior to March 1
QUESTAR CORPORATION
(Name of Company)
hereby files with the Securities and Exchange Commission, pursuant to Rule 2,
its statement claiming exemption as a holding company from the provisions of the
Public Utility Holding Company Act of 1935, and submits the following
information:
1. NAME, STATE OF ORGANIZATION, LOCATION AND NATURE OF BUSINESS OF
CLAIMANT AND EVERY SUBSIDIARY THEREOF, OTHER THAN ANY EXEMPT WHOLESALE GENERATOR
(EWG) OR FOREIGN UTILITY COMPANY IN WHICH CLAIMANT DIRECTLY OR INDIRECTLY HOLDS
AN INTEREST.
Questar Corporation ("Questar" or the "Company") is a Utah corporation
with its principal executive office and principal place of business at 180 East
100 South Street, P.O. Box 45433, Salt Lake City, Utah 84145-0433. On October 2,
1984, the Company filed an initial Form U-3A-2 with the Securities and Exchange
Commission following a holding company reorganization in which Questar Gas
Company ("Questar Gas") became a subsidiary of Questar. Questar subsequently
filed a Form U-3A-2 on March 1, 1985, and on or before each subsequent March 1
to the present time.
As a parent company, Questar provides certain administrative services,
e.g., personnel, public relations, communications, tax, financial, and audit, to
companies within the consolidated group. Questar has three direct subsidiaries:
Questar Regulated Services Company, a Utah corporation ("Regulated Services");
Questar Market Resources, Inc., a Utah corporation ("Market
Resources"); and Questar InfoComm, Inc., a Utah corporation ("Questar
InfoComm"). The Company owns 100 percent of the common stock issued by each of
these directly held subsidiaries.
Regulated Services has three subsidiaries: Questar Gas, a Utah
corporation; Questar Pipeline Company, a Utah corporation ("Questar Pipeline");
and Questar Energy Services, Inc. ("QES"). Questar Gas is engaged in the retail
distribution of natural gas in the states of Utah, Wyoming, and Idaho. Questar
Gas also transports natural gas for industrial users in Utah and Wyoming.
Questar Gas's activities in Utah and Wyoming are subject to regulation by the
respective Public Service Commissions in those states. Questar Gas has a
contract to sell and transport natural gas to one customer in Colorado. This
isolated activity is not subject to the jurisdiction of the Colorado Public
Utilities Commission. Pursuant to a special contract with the Idaho Public
Utilities Commission, Questar Gas's Idaho natural gas service is regulated by
the Public Service Commission of Utah. Questar Gas's customers in Idaho are
served under the provisions of its Utah tariff. Questar Pipeline currently
transports and stores natural gas in interstate commerce in the Rocky Mountain
states of Utah, Wyoming, and Colorado. It has several subsidiaries-Questar
Transportation Services Company, Questar Southern Trails Company and Questar
TransColorado, Inc. Each subsidiary is incorporated in Utah and conducts
operating, pipeline or processing operations. QES performs energy management,
appliance financing, and other activities.
Questar InfoComm owns data processing, communications, and electronic gas
measurement equipment systems, and performs data processing, communications, and
gas measurement services for other members of the consolidated group and third
parties. It also owns a majority interest in Consonus, Inc., a Utah corporation
that is involved in data security and related activities.
Market Resources engages in various businesses not subject to state
utility regulation through several subsidiaries: Wexpro Company ("Wexpro"),
which conducts oil and gas development and
2-
production activities on certain producing properties for the benefit of Questar
Gas in the Rocky Mountain region; Questar Exploration and Production Company
("QEP"), which engages in oil and gas exploration and related development and
production activities throughout the western and Midcontinent portions of the
United States and Canada (Canadian operations are conducted by Celsius Energy
Resources Ltd.); Shenandoah Energy Inc. ("SEI"), which also engages in oil and
gas exploration and production activities, primarily in eastern Utah; Questar
Energy Trading Company ("QET"), which conducts energy marketing activities; and
Questar Gas Management Company ("QGM"), which is engaged in gathering and field
processing activities. Neither Market Resources nor any of its subsidiaries is a
"public utility company," as such term is defined in the Act. All companies
owned by Market Resources except SEI have their principal offices at 180 East
100 South Street, Salt Lake City, Utah. SEI has its principal office at 475 17th
Street, Denver, Colorado.
With the exception of Questar Gas, none of the companies directly or
indirectly owned by Questar is a "public utility company" as that term is
defined in the Public Utility Holding Company Act of 1935, as amended (the
"Act"). Questar's directly held subsidiaries have their principal executive
offices at 180 East 100 South, Salt Lake City, Utah. Questar does not have any
interest, direct or indirect, in any exempt wholesale generator or foreign
utility company.
2. A BRIEF DESCRIPTION OF THE PROPERTIES OF CLAIMANT AND EACH OF ITS
SUBSIDIARY PUBLIC UTILITY COMPANIES USED FOR THE GENERATION, TRANSMISSION, AND
DISTRIBUTION OF ELECTRIC ENERGY FOR SALE, OR FOR THE PRODUCTION, TRANSMISSION,
AND DISTRIBUTION OF NATURAL OR MANUFACTURED GAS, INDICATING THE LOCATION OF
PRINCIPAL GENERATING PLANTS, TRANSMISSION LINES, PRODUCING FIELDS, GAS
MANUFACTURING PLANTS, AND ELECTRIC AND GAS DISTRIBUTION FACILITIES, INCLUDING
ALL SUCH PROPERTIES WHICH ARE OUTSIDE THE STATE IN WHICH CLAIMANT AND ITS
SUBSIDIARIES ARE ORGANIZED AND ALL TRANSMISSION OR PIPELINES WHICH DELIVER OR
RECEIVE ELECTRIC ENERGY OR GAS AT THE BORDERS OF SUCH STATE.
Questar Gas, which is a "gas utility company" for purposes of the Act, was
distributing natural gas to 731,900 sales and transportation customers (defined
as active meters) in Utah,
3-
southwestern Wyoming, southeastern Idaho, and western Colorado as of year-end
2001. Of these customers, 707,011 were located in Utah, 23,265 were located in
southwestern Wyoming, 1,623 were located in southeastern Idaho, and one was
located in western Colorado. Questar Gas owns and operates approximately 22,805
miles of street mains, service lines and interconnecting pipelines in its
distribution system, including approximately 21,800 miles in its Utah
distribution system.
Under the terms of a settlement agreement among Questar Gas, Wexpro and
various state parties ending several years of litigation, Questar Gas owns the
natural gas produced from gas reservoirs that were productive as of August 1,
1981. Most of these productive reservoirs are located in southwestern Wyoming
and northwestern Colorado; most of the gas produced from such reservoirs is
distributed to Questar Gas's retail natural gas customers. Gas owned by Questar
Gas but produced from reservoirs outside the location of pipelines owned by
Questar Pipeline is generally sold to or exchanged with other companies. Gas
owned by Questar Gas (including related royalty gas) constituted 44 percent of
Questar Gas's total gas supply in 2001 and is reflected in Questar Gas's rates
at "cost-of-service" prices.
Questar Gas is directly responsible for all gas acquisition activities.
Questar Pipeline transports the gas volumes purchased directly by Questar Gas
and transports cost-of-service gas owned by Questar Gas and produced by Wexpro.
Questar Gas takes delivery of gas from Questar Pipeline and an unaffiliated
interstate pipeline at various points in Utah, Wyoming, and Colorado. Questar
Gas does not currently own any interstate transmission lines or gas
manufacturing plants. QET markets natural gas and electricity, but does not own
any distribution facilities in connection with such activities.
3. THE FOLLOWING INFORMATION FOR THE LAST CALENDAR YEAR WITH
RESPECT TO CLAIMANT AND EACH OF ITS SUBSIDIARY PUBLIC UTILITY COMPANIES:
4-
(a) NUMBER OF KWH OF ELECTRIC ENERGY SOLD (AT RETAIL OR WHOLESALE)
AND MCF OF NATURAL OR MANUFACTURED GAS DISTRIBUTED AT RETAIL.
During the 2001 calendar year, Questar Gas sold 94,334 thousand decatherms
("Mdth") of natural gas, including 83,650 Mdth at retail (defined as residential
and commercial customers), and transported 54,624 Mdth of natural gas. (Questar
Gas generally reports volumes in decatherms ("Dth"); a Dth is equal to ten
therms or one million Btu's. In Questar Gas's gas system, each thousand cubic
feet of natural gas contains approximately 1.051 Dth.) For purposes of this
report, Questar Gas's "retail" customers are general service or residential and
commercial customers. The 10,684 Mdth difference between the total sales number
and the retail sales number includes sales to industrial customers that are not
involved in resale transactions and sales of natural gas to refueling stations
that are resold for natural gas vehicles. Questar Gas's total revenues for 2001
were $704,113,000, of which $654,422,000 were attributable to its operations in
Utah, $26,178,000 were attributable to its operations in Wyoming, $121,000 were
attributable to its operations in Colorado, and $1,163,000 were attributable to
its operations in Idaho. (Questar Gas's total 2001 revenues included $22,229,000
in addition to revenues from gas deliveries.) Questar Gas did not distribute any
manufactured gas during such calendar year. Questar Gas is the only public
utility company among the Company's subsidiaries. Questar itself did not make
any sales of natural or manufactured gas during 2001.
The Company itself did not sell any natural or manufactured gas.
(b) NUMBER OF KWH OF ELECTRIC ENERGY AND MCF OF NATURAL OR
MANUFACTURED GAS DISTRIBUTED AT RETAIL OUTSIDE THE STATE IN WHICH EACH SUCH
COMPANY IS ORGANIZED.
During the 2001 calendar year, Questar Gas distributed at retail 3,099
Mdth of natural gas outside the state of Utah, it's state of incorporation.
5-
The Company itself did not distribute at retail any natural or
manufactured gas.
(c) NUMBER OF KWH OF ELECTRIC ENERGY AND MCF OF NATURAL OR
MANUFACTURED GAS SOLD AT WHOLESALE OUTSIDE THE STATE IN WHICH EACH SUCH
COMPANY IS ORGANIZED, OR AT THE STATE LINE.
During 2001, Questar Gas sold 479 Mdth of natural gas outside the state of
Utah, or at the state line of such state, to industrial customers and to natural
gas refueling stations. Questar Gas, during 2001, also transported 608 Mdth of
natural gas to customers outside Utah. Questar Gas did not sell at wholesale any
manufactured gas during 2001. Questar itself did not sell at wholesale any
natural gas or manufactured gas during 2001.
Questar itself did not sell at wholesale any natural or manufactured gas.
(d) NUMBER OF KWH OF ELECTRIC ENERGY AND MCF OF NATURAL OR
MANUFACTURED GAS PURCHASED OUTSIDE THE STATE IN WHICH EACH SUCH COMPANY IS
ORGANIZED OR AT THE STATE LINE.
During the 2001 calendar year, Questar Gas purchased 35,976 Mdth of
natural gas or approximately 38 percent of its total gas supply outside the
state of Utah or at the state line. Questar itself did not purchase any gas
volumes.
4. THE FOLLOWING INFORMATION FOR THE REPORTING PERIOD WITH RESPECT TO
CLAIMANT AND EACH INTEREST IT HOLDS DIRECTLY OR INDIRECTLY IN AN EWG OR A
FOREIGN UTILITY COMPANY, STATING MONETARY AMOUNTS IN UNITED STATES DOLLARS:
(a) NAME, LOCATION, BUSINESS ADDRESS AND DESCRIPTION OF THE
FACILITIES USED BY THE EWG OR FOREIGN UTILITY COMPANY FOR THE GENERATION,
TRANSMISSION AND DISTRIBUTION OF ELECTRIC ENERGY FOR SALE OR FOR THE
DISTRIBUTION AT RETAIL OF NATURAL OR MANUFACTURED GAS.
None. Neither Questar nor any of its affiliates has any interest,
direct or indirect, in any exempt wholesale generator or foreign utility
company.
(b) NAME OF EACH SYSTEM COMPANY THAT HOLDS AN INTEREST IN SUCH EWG
OR FOREIGN UTILITY COMPANY; AND DESCRIPTION OF THE INTEREST HELD.
6-
None. Questar and its affiliates do not have any interest, direct
or indirect, in any exempt wholesale generator or foreign utility
company.
(c) TYPE AND AMOUNT OF CAPITAL INVESTED, DIRECTLY OR INDIRECTLY, BY
THE HOLDING COMPANY CLAIMING EXEMPTION; ANY DIRECT OR INDIRECT GUARANTEE
OF THE SECURITY OF THE EWG OR FOREIGN UTILITY COMPANY BY THE HOLDING
COMPANY CLAIMING EXEMPTION; AND ANY DEBT OR OTHER FINANCIAL OBLIGATION FOR
WHICH THERE IS RECOURSE, DIRECTLY OR INDIRECTLY, TO THE HOLDING COMPANY
CLAIMING EXEMPTION OR ANOTHER SYSTEM COMPANY, OTHER THAN THE EWG OR
FOREIGN UTILITY COMPANY.
None. Questar does not have any interest, direct or indirect, in
any exempt wholesale generator or foreign utility company.
(d) CAPITALIZATION AND EARNINGS OF THE EWG OR FOREIGN
UTILITY COMPANY DURING THE REPORTING PERIOD.
None. Questar does not have any interest, direct or indirect, in
any exempt wholesale generator or foreign utility company.
(e) IDENTIFY ANY SERVICE, SALES OR CONSTRUCTION CONTRACT(S) BETWEEN
THE EWG OR FOREIGN UTILITY COMPANY AND A SYSTEM COMPANY, AND DESCRIBE THE
SERVICES TO BE RENDERED OR GOODS SOLD AND FEES OR REVENUES UNDER SUCH
AGREEMENTS(S).
None. Questar does not have any interest, direct or indirect, in
any exempt wholesale generator or foreign utility company.
UNDERTAKING
Questar hereby undertakes that it will not issue any shares of its
authorized preferred stock unless, on a pro forma basis giving effect to such
issuance, (1) consolidated earnings of Questar and its subsidiaries available
for interest and dividends for a period of 12 consecutive calendar months within
the 15 calendar months immediately preceding the issuance of such stock,
determined in accordance with generally accepted accounting principles, would be
at least one and one-half times the sum of the annual interest requirements on
consolidated long-term debt of Questar (including current maturities and
excluding interest charges on indebtedness to be retired by the application of
proceeds from the issuance of such shares or in connection with the transaction
in which such shares
7-
are issued) and the annual dividend requirements on shares of preferred stock of
Questar and its subsidiaries; (2) the aggregate outstanding long-term debt
(including current maturities) of Questar and its subsidiaries on a consolidated
basis is less than or equal to 60 percent of the capitalization of Questar and
its subsidiaries on a consolidated basis; and (3) Questar's common stock
represents at least 35 percent of the capitalization of Questar and its
subsidiaries on a consolidated basis. For purposes of the foregoing,
consolidated earnings of Questar and its subsidiaries available for interest and
dividends shall be determined on an after-tax basis and shall be the sum of
income before extraordinary items and interest expense; pro forma income
available for interest and dividends and pro forma interest charges shall
include income and interest charges of businesses acquired, or proposed to be
acquired, in conjunction with the issuance of Questar preferred stock, for the
pro forma periods, regardless of whether the company acquired shall be accounted
for on a pooling-of-interests basis or otherwise, provided that such earnings
available for interest and dividends is determinable for the acquired business
in accordance with generally accepted accounting principles; and consolidated
capitalization shall include long-term debt (including current maturities),
preferred stock and any premium thereon, and the sum of the common equity
accounts of the company, all as prepared in accordance with generally accepted
accounting principles.
Questar has not issued any shares of its authorized preferred stock and
has no current plans to do so.
EXHIBIT A
A CONSOLIDATING STATEMENT OF INCOME AND SURPLUS OF THE CLAIMANT AND ITS
SUBSIDIARY COMPANIES AS OF THE CLOSE OF SUCH CALENDAR YEAR, TOGETHER WITH A
CONSOLIDATING BALANCE SHEET OF CLAIMANT AND ITS SUBSIDIARY COMPANIES AS OF THE
CLOSE OF SUCH CALENDAR YEAR.
The following exhibits are attached to and made a part of this filing:
Exhibit A-1.1 Consolidating Statement of Income of Questar
Corporation and Subsidiaries as of December 31,
2001
Exhibit A-1.2 Consolidating Statement of Income of Questar
Market Resources, Inc. and Subsidiaries as of
December 31, 2001
8-
Exhibit A-2 Consolidated Statement of Common Shareholders' Equity,
Questar Corporation and Subsidiaries as of December 31,
2001.
Exhibit A-3.1 Consolidating Balance Sheet, Questar Corporation
and Subsidiaries as of December 31, 2001.
Exhibit A-3.2 Consolidating Balance Sheet, Questar Market
Resources, Inc. and Subsidiaries as of
December 31, 2001.
EXHIBIT B
AN ORGANIZATION CHART SHOWING THE RELATIONSHIP OF EACH EWG OR FOREIGN
UTILITY COMPANY TO ASSOCIATE COMPANIES IN THE HOLDING-COMPANY SYSTEM.
Not applicable. The Company does not have an interest in any exempt
wholesale generator or foreign utility company.
The above-named Claimant has caused this statement to be duly executed on
its behalf by its authorized officer on this 29th day of April, 2002.
[corporate seal] QUESTAR CORPORATION
Attest:
/s/ Connie C. Holbrook By /s/ S. E. Parks
-------------------------------- ---------------------------------------
Connie C. Holbrook S. E. Parks
Secretary Senior Vice President, Treasurer and
Chief Financial Officer
Name, title and address of officer to whom notices and correspondence concerning
this statement should be addressed:
Connie C. Holbrook
Senior Vice President, General Counsel & Secretary
Questar Corporation
180 East 100 South, P.O. Box 45433
Salt Lake City, Utah 84145-0433
9-
EXHIBIT A-1.1
QUESTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 2001
(Unaudited)
Questar Regulated Services
Questar ---------------------------------
Market Questar Questar Corporate Questar
Resources Questar Pipeline Other InfoComm and Other Intercompany Corporation
Consolidated Gas Consolidated Consolidated Operations Transactions Consolidated
------------------------------------------------------------------------------------------------------
(In Thousands)
Revenues
From unaffiliated
customers $645,867 $701,150 $49,402 $4,603 $37,682 $ 646 $1,439,350
From affiliated companies 100,530 2,963 75,491 1,463 29,158 286 $(209,891)
------------------------------------------------------------------------------------------------------
TOTAL REVENUES 746,397 704,113 124,893 6,066 66,840 932 (209,891) 1,439,350
Operating expenses
Cost of natural gas and
other products sold 324,124 498,545 2,204 25,949 (175,811) 675,011
Operating and maintenance 112,087 103,427 47,244 3,665 36,930 (1,803) (31,195) 270,355
Exploration 6,986 6,986
Depreciation, depletion
and amortization 92,678 35,030 15,407 213 7,700 707 151,735
Abandonment and impairment
of oil and gas properties 5,171 5,171
Other expenses 46,010 8,729 2,920 67 215 929 (2,885) 55,985
------------------------------------------------------------------------------------------------------
Total operating expenses 587,056 645,731 65,571 6,149 70,794 (167) (209,891) 1,165,243
------------------------------------------------------------------------------------------------------
Operating income (loss) 159,341 58,382 59,322 (83) (3,954) 1,099 274,107
Interest and other income 17,618 5,158 5,950 5,374 1,547 13,410 (12,034) 37,023
Income (loss) from
unconsolidated affiliates 1,265 (1,106) 159
Debt expense (22,872) (23,777) (16,908) (572) (1,589) (11,149) 12,034 (64,833)
Income tax (54,218) (13,890) (17,517) (1,888) 1,161 (1,918) (88,270)
------------------------------------------------------------------------------------------------------
Net income $101,134 $ 25,873 $29,741 $2,831 ($2,835) $ 1,442 $ 158,186
======================================================================================================
EXHIBIT A-1.2
QUESTAR MARKET RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 2001
(Unaudited)
Questar
Questar Shenandoah Questar Questar Questar Market
Exp & Prod Energy Inc. Wexpro Energy Gas Market Intercompany Resources
Consolidated Consolidated Company Trading Con. Management Resources Transactions Consolidated
------------------------------------------------------------------------------------------------------
(In Thousands)
Revenues
From unaffiliated customers $252,041 $28,535 $12,465 $332,863 $19,963 $645,867
From affiliated companies 807 88,936 195,383 12,125 $(196,721) 100,530
----------------------------------------------------------------------------------------------------
TOTAL REVENUES 252,041 29,342 101,401 528,246 32,088 (196,721) 746,397
Operating expenses
Cost of natural gas and
other products sold 2,548 517,552 566 (196,542) 324,124
Operating and maintenance 58,900 11,988 18,207 3,555 19,616 (179) 112,087
Exploration 6,960 61 (35) 6,986
Depreciation, depletion and
amortization 62,231 9,657 15,051 713 5,026 92,678
Abandonment and impairment
of oil and gas properties 4,919 252 5,171
Other expenses 21,551 785 23,148 96 430 46,010
----------------------------------------------------------------------------------------------------
Total operating expenses 157,109 22,743 56,371 521,916 25,638 (196,721) 587,056
----------------------------------------------------------------------------------------------------
Operating income (loss) 94,932 6,599 45,030 6,330 6,450 159,341
Interest and other income 14,311 (46) 847 1,269 1,236 18,774 (18,773) 17,618
Income from unconsolidated
affiliates 213 288 764 1,265
Debt expense (14,010) (4,192) (1,789) (1,968) (912) (18,774) 18,773 (22,872)
Income tax (32,273) (1,082) (15,847) (2,270) (2,746) (54,218)
----------------------------------------------------------------------------------------------------
Net income $ 63,173 $ 1,279 $28,241 $ 3,649 $ 4,792 $101,134
====================================================================================================
EXHIBIT A-2
QUESTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDERS' EQUITY
(Unaudited)
Common Stock Note Other Compre-
--------------------------- Retained Receivable Comprehensive hensive
Shares Amount Earnings from ESOP Income Income
-----------------------------------------------------------------------------------
(Dollars in Thousands)
BALANCES AT JANUARY 1, 1999 82,632,078 $298,888 $535,460 ($3,955) $18,359
Issuance of common stock 488,302 8,124
Purchase of common stock (1,701,527) (28,575)
1999 net income 96,852 $96,852
Payment of common stock dividends
of $.67 per share (55,328)
Income tax benefit of dividends paid
to ESOP 38
Collection of note receivable from ESOP 3,955
Other comprehensive income
Unrealized loss on securities available
for sale, net of income tax benefit
of $13,193 21,303 21,303
Foreign currency translation adjustment,
net of income taxes of $327 (605) (605)
-----------------------------------------------------------------------------------
BALANCES AT DECEMBER 31, 1999 81,418,853 278,437 577,022 39,057 $117,550
==============
Issuance of common stock 958,232 11,764
Purchase of common stock (1,558,811) (25,543)
2000 net income 149,477 $149,477
Payment of common stock dividends
of $.685 per share (55,084)
Income tax benefit associated with
exercise of nonqualified options and
premature dispositions 3,972
Other comprehensive income
Unrealized loss on securities available
for sale, net of
income tax benefit of $16,767 (25,453) (25,453)
Foreign currency translation adjustment,
net of income tax benefit of $949 (1,017) (1,017)
-----------------------------------------------------------------------------------
BALANCES AT DECEMBER 31, 2000 80,818,274 $268,630 $671,415 $12,587 $123,007
==============
Issuance of common stock 705,576 23,316
Purchase of common stock (443) (12,488)
2001 net income 158,186 $158,186
Payment of common stock dividends
of $.705 per share (57,193)
Income tax benefit associated with
exercise of nonqualified options and
premature dispositions 2,839
Other comprehensive income
Unrealized gain on energy hedging
transactions,
net of income tax benefit of $57,048 25,919 25,919
Unrealized loss on securities available
for sale,
net of income tax benefit of $6,565 (10,595) (10,595)
Unrealized loss on interest rate swapes,
net of income tax benefit of $235 (392) (392)
Foreign currency translation adjustment,
net of income tax benefit of $1,304 (1,443) (1,443)
-----------------------------------------------------------------------------------
BALANCES AT DECEMBER 31, 2001 81,523,407 $282,297 $772,408 $26,076 $171,675
===================================================================================
EXHIBIT A-3.1
QUESTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001
(Unaudited)
Questar Regulated Services
------------------------------- Questar
Questar Questar Corporate Questar Market
Corporation Intercompany InfoComm and Other Questar Pipeline Other Resources
Consolidated Transactions Consolidated Operations Gas Consolidated Consolidated
--------------------------------------------------------------------------------------------------------
(In Thousands)
CURRENT ASSETS
Cash and cash equivalents $ 11,300 $ 2,666 $ 1,541 $4,366 $520 ($63) $2,270
Notes receivable from
affiliates ($408,200) 2,400 395,100 1,200 9,500
Accounts and notes
receivable 205,457 (37,660) 7,995 13,929 107,886 9,681 13,749 89,877
Federal income taxes
receivable 3,593 477 (1,024) 363 (4,152) (497) 8,426
Hedging receivable 50,270 50,270
Inventories, at lower of
average cost or market 49,128 207 27,023 2,328 198 19,372
Prepaid expenses and other 16,136 792 1,469 1,097 643 474 11,661
Purchased gas adjustment 8,296 8,296
--------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 344,180 (445,860) 14,537 411,015 149,031 9,020 15,061 191,376
PROPERTY, PLANT AND
EQUIPMENT 4,089,407 63,967 11,054 1,144,455 881,248 9,519 1,979,164
Less accumulated
depreciation,
depletion and
amortization 1,524,309 37,452 4,603 489,583 256,755 4,586 731,330
--------------------------------------------------------------------------------------------------------
NET PROPERTY, PLANT
AND EQUIPMENT 2,565,098 26,515 6,451 654,872 624,493 4,933 1,247,834
INVESTMENT IN
UNCONSOLIDATED AFFILIATES 144,928 (1,664,555) 1,114,462 121,099 550,093 23,829
SECURITIES AVAILABLE FOR
SALE, approximates fair
value 13,623 4,916 8,707
CASH ESCROW DEPOSITS 6,838 441 6,000 397
LONG-TERM NOTES RECEIVABLE 9,122 (5,000) 5,000 9,122
GOODWILL 90,927 18,228 5,876 66,823
OTHER ASSETS 60,995 9,513 1,109 24,065 19,109 3,920 3,279
--------------------------------------------------------------------------------------------------------
$3,235,711 ($2,115,415) $74,150 $1,552,744 $833,844 $773,721 $583,526 $1,533,141
========================================================================================================
CURRENT LIABILITIES
Short-term loans $530,246 $1,746 $428,500 $100,000
Notes payable to affiliates ($408,200) 18,800 16,600 $ 66,600 18,300 $ 12,800 275,100
Accounts payable and accrued
expenses 200,855 (37,660) 10,540 9,355 74,324 22,867 16,387 105,042
Interest payable 13,193 438 5,570 2,380 4,805
Other taxes payable 33,694 176 370 8,539 (424) 131 24,902
Deferred income taxes 3,153 3,153
------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 781,141 (445,860) 31,262 455,263 158,186 143,123 29,318 409,849
LONG-TERM DEBT, less current
portion 997,423 132 285,000 310,065 402,226
LONG-TERM NOTES PAYABLE (5,000) 5,000
OTHER LIABILITIES 27,286 219 10,355 452 4,434 582 11,244
DEFERRED INVESTMENT TAX CREDIT 4,966 4,960 6
DEFERRED INCOME TAXES 324,309 (768) (823) 79,317 73,216 (1,657) 175,024
MINORITY INTEREST 19,805 11,436 8,369
COMMON SHAREHOLDERS' EQUITY
Common stock 282,297 (34,349) 277 282,535 22,974 6,551 4,309
Additional paid-in capital (937,583) 7,705 5,206 121,875 142,034 544,736 116,027
Retained earnings 772,408 (669,784) 19,019 774,000 161,080 94,292 10,547 383,254
Other comprehensive income 26,076 (22,839) 26,076 22,839
------------------------------------------------------------------------------------------------------
TOTAL COMMON
SHAREHOLDERS' EQUITY 1,080,781 (1,664,555) 27,001 1,087,817 305,929 242,877 555,283 526,429
------------------------------------------------------------------------------------------------------
$3,235,711 ($2,115,415) $74,150 $1,552,744 $833,844 $773,721 $583,526 $1,533,141
======================================================================================================
EXHIBIT A-3.2
QUESTAR MARKET RESOURCES INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001
(Unaudited)
Questar
Market Questar Questar Shenandoah Questar Questar
Resources Intercompany Market Wexpro E & P Energy Inc. Energy Gas
Consolidated Eliminations Resources Company Consolidated Consolidated Trading Management
----------------------------------------------------------------------------------------------------
(In Thousands)
CURRENT ASSETS
Cash and cash equivalents $ 2,270 $ - $ 1,084 $ (441) $ 1,204 $ (4,221) $ 4,562 $ 82
Notes receivable from
affiliates 9,500 (237,500) 237,500 9,500
Federal income taxes
receivable 8,426 2 (592) 10,045 (1,771) 742
Accounts and notes
receivable 89,877 (38,807) 5,950 20,046 53,127 10,525 30,759 8,277
Hedging receivable 50,270 (627) 35,346 8,213 7,338
Inventories, at lower of
average cost or market 19,372 2,306 1,318 1,357 14,245 146
Prepaid expenses and other 11,661 20 1,446 4,937 4,629 130 499
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TOTAL CURRENT ASSETS 191,376 (276,307) 243,929 22,765 105,977 20,503 64,763 9,746
PROPERTY, PLANT AND EQUIPMENT 1,979,164 405,783 958,097 458,493 34,092 122,699
Less accumulated
depreciation, depletion
and amortization 731,330 207,410 453,773 9,657 1,296 59,194
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NET PROPERTY, PLANT AND
EQUIPMENT 1,247,834 198,373 504,324 448,836 32,796 63,505
INVESTMENT IN UNCONSOLIDATED
AFFILIATES 23,829 (524,141) 524,141 316 943 22,570
LONG-TERM NOTES RECEIVABLE (370,000) 370,000
GOODWILL 66,823 66,823
OTHER ASSETS 3,279 1,606 1,617 56
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$ 1,533,141 $ (1,170,448) $ 1,139,676 $ 221,138 $ 612,234 $ 536,218 $ 98,502 $ 95,821
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CURRENT LIABILITIES
Short-term loans
Notes payable to affiliates $275,100 ($237,500) $237,500 $4,600 $15,100 $255,000 $400
Accounts payable and
accrued expenses 103,346 (38,807) 1,093 13,995 49,129 15,961 50,291 11,684
Interest payable 4,805 4,767 38
Other taxes payable 24,902 14,204 8,777 923 398 600
Current portion of
long-term debt 1,696 1,696
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TOTAL CURRENT LIABILITIES 409,849 (276,307) 243,360 32,799 74,740 271,884 50,689 12,684
LONG-TERM DEBT, less current
portion 402,226 370,000 32,226
LONG-TERM NOTES PAYABLE (370,000) 84,200 189,780 39,420 27,200 29,400
DEFERRED CREDITS 11,244 204 1,341 7,105 763 64 1,767
DEFERRED INCOME TAXES 175,024 (317) 27,935 64,876 60,771 3,796 17,963
MINORITY INTEREST 8,369 8,369
COMMON SHAREHOLDER'S EQUITY
Common stock 4,309 (28,516) 4,309 22,517 5,999
Additional paid-in capital 116,027 (324,783) 116,027 143,499 162,954 1 18,329
Retained earnings 383,254 (147,612) 383,254 52,346 74,578 1,279 3,731 15,678
Comprehensive Income 22,839 (23,230) 22,839 19,431 (853) 4,652
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TOTAL COMMON SHAREHOLDER'S
EQUITY 526,429 (524,141) 526,429 74,863 243,507 163,380 8,384 34,007
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$ 1,533,141 $ (1,170,448) $ 1,139,676 $ 221,138 $ 612,234 $ 536,218 $ 98,502 $ 95,821
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