SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

Form U-3A-2 FOR 2002

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
(Exact name of registrant as specified in its charter)

File No. 69-292

 

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 primary 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. Pursuant to a special contract with the Idaho Public Utilities Commission, Questar Gas's natural gas service in Idaho 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 the following subsidiaries: Questar Transportation Services Company, Questar Southern Trails Company, Questar Overthrust Pipeline Company, and Questar Overthrust Company. Each subsidiary is incorporated in Utah and conducts transmission or processing operations. QES performs energy management services and other activities.

     Questar InfoComm owns data processing and communications systems, and performs data processing and communications services for other members of the consolidated group and third parties. It also owns a majority interest in Consonus, Inc., a Utah corporation that offers 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 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 in its name and through Shenandoah Energy, Inc.; 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 have their principal offices at 180 East 100 South Street, Salt Lake City, Utah, but the group also has offices in Denver, Colorado, Oklahoma City and Tulsa, Oklahoma.

     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 750,128 sales and transportation customers (defined as active meters) in Utah, southwestern Wyoming, and southeastern Idaho as of year-end 2002. Of these customers, 725,097 were located in Utah, 23,371 were located in southwestern Wyoming, and 1,660 were located in southeastern Idaho. Questar Gas owns and operates approximately 22,815 miles of street mains, service lines and interconnecting pipelines in its distribution system, including approximately 21,822 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 plus gas attributed to royalty interest owners in the same reservoirs constituted 45 percent of Questar Gas's total gas supply in 2002 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:

            (a)     Number of kwh of electric energy sold (at retail or wholesale) and Mcf of natural or manufactured gas distributed at retail.

     During the 2002 calendar year, Questar Gas sold 101,525 thousand decatherms ("Mdth") of natural gas, including 90,796 Mdth at retail (defined as residential and commercial customers), and transported 46,459 Mdth of natural gas. (Questar Gas generally reports volumes in decatherms ("Dth"); a Dth is equal to ten therms or one million Btu. 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 10,729 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 2002 were $595,511,000, of which $549,665,000 were attributable to its operations in Utah, $22,616,000 were attributable to its operations in Wyoming, $111,000 were attributable to its operations in Colorado, and $1,033,000 were attributable to its operations in Idaho. (The one contract for service in Colorado expired before year-end 2002.) (Questar Gas's total 2002 revenues included $22,085,000 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 2002.

     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 2002 calendar year, Questar Gas distributed at retail 3,469 Mdth of natural gas outside the state of Utah, its state of incorporation.

     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 2002, Questar Gas sold 504 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 2002, also transported 575 Mdth of natural gas for customers outside Utah. Questar Gas did not sell at wholesale any manufactured gas during 2002. Questar itself did not sell at wholesale any natural gas or manufactured gas during 2002.

     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 2002 calendar year, Questar Gas purchased 35,706 Mdth of natural gas or approximately 35 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.

     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 agreement(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 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 for the year-ended December 31, 2002.

Exhibit A-1.2

Consolidating Statement of Income of Questar Market Resources, Inc. and Subsidiaries for the year-ended December 31, 2002.

 

Exhibit A-2

Consolidated Statement of Common Shareholders' Equity, Questar Corporation and Subsidiaries as of December 31, 2002.

Exhibit A-3.1

Consolidating Balance Sheet, Questar Corporation and Subsidiaries as of December 31, 2002.

Exhibit A-3.2

Consolidating Balance Sheet, Questar Market Resources, Inc. and Subsidiaries as of December 31, 2002.

 

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 28th day of February, 2003.

 

 

 

[corporate seal]

QUESTAR CORPORATION

Attest:

 

/s/Connie C. Holbrook

 

 

By: /s/S. E. Parks

Connie C. Holbrook
Secretary

S. E. Parks
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

Exhibit A-1.1

QUESTAR CORPORATION AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF INCOME

YEAR ENDED DECEMBER 31, 2002

(Unaudited)

Questar

Questar Regulated Services

Market

Questar

Questar

Corporate

Questar

Resources

Questar

Pipeline

InfoComm

and Other

Intercompany

Corporation

Consolidated

Gas

Consolidated

Other

Consolidated

Operations

Transactions

Consolidated

(In Thousands)

Revenues

  From unaffiliated customers

$522,476

$593,835

$66,275

$4,160

$13,635

$286

$1,200,667

  From affiliated companies

106,647

1,676

76,600

1,687

30,094

363

($217,067)

    TOTAL REVENUES

629,123

595,511

142,875

5,847

43,729

649

(217,067)

1,200,667

Operating expenses

  Cost of natural gas and

     other products sold

202,132

370,294

350

6,017

(183,051)

395,742

  Operating and maintenance

131,598

105,544

49,593

5,519

26,670

(2,267)

(32,340)

284,317

  Exploration

6,086

6,086

  Depreciation, depletion

     and amortization

117,446

39,771

22,149

215

4,709

662

184,952

  Abandonment and impairment of gas,

    oil and other properties

11,183

11,183

  Other expenses

30,234

9,548

4,948

104

180

854

(1,676)

44,192

     Total operating expenses

498,679

525,157

76,690

6,188

37,576

(751)

(217,067)

926,472

     Operating income (loss)

130,444

70,354

66,185

(341)

6,153

1,400

274,195

Interest and other income

50,894

2,329

515

808

1,059

7,120

(6,058)

56,667

Minority interest

484

17

501

Earned from unconsolidated

  affiliates

3,977

7,800

11,777

Debt expense

(34,705)

(22,495)

(23,995)

(229)

(647)

(5,108)

6,058

(81,121)

Income taxes

(53,165)

(17,789)

(17,897)

(78)

(1,209)

(988)

(91,126)

Income before cumulative effect

97,929

32,399

32,608

160

5,373

2,424

170,893

Cumulative effect of change in

  accounting for goodwill, net of

  $2,010 attributed to minority interest

(15,297)

(15,297)

     Net income (loss)

$97,929

$32,399

$32,608

$160

($9,924)

$2,424

$155,596

 

 

Exhibit A-1.2

QUESTAR MARKET RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF INCOME

YEAR ENDED DECEMBER 31, 2002

(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

  For unaffiliated customers

$208,636

$62,207

$8,699

$212,264

$30,670

$522,476

  From affiliated companies

90

1,172

94,827

116,486

20,908

($126,836)

106,647

    TOTAL REVENUES

208,726

63,379

103,526

328,750

51,578

(126,836)

629,123

Operating expenses

  Cost of natural gas and

     other products sold

3,836

501

319,901

308

(122,414)

202,132

  Operating and maintenance

57,014

22,672

18,877

4,149

33,310

(2)

(4,422)

131,598

  Exploration

4,231

1,855

6,086

  Depreciation, depletion

     and amortization

58,567

30,321

20,475

720

7,361

2

117,446

  Abandonment and impairment of gas,

     oil and other properties

9,223

1,960

11,183

  Other expenses

13,961

3,560

12,050

49

614

30,234

     Total operating expenses

146,832

60,869

51,402

324,819

41,593

(126,836)

498,679

     Operating Income

61,894

2,510

52,124

3,931

9,985

130,444

Interest and other income

52,709

(88)

555

236

2,882

26,862

(32,262)

50,894

Minority interest

484

484

Earnings from unconsolidated

  Affiliates

40

207

3,730

3,977

Debt expense

(11,931)

(14,236)

(4,570)

(1,843)

(2,125)

(32,262)

32,262

(34,705)

Income taxes

(33,339)

4,023

(17,318)

(1,180)

(5,353)

2

(53,165)

     Net income (loss)

$69,373

($7,791)

$30,791

$1,835

$9,119

($5,398)

$97,929

 

 

 

EXHIBIT A-2

QUESTAR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDERS' EQUITY

(Unaudited)

Accumulated

Other

Compre-

Compre-

Common Stock

Retained

hensive

hensive

Shares

Amount

Earnings

Income (loss)

Income

(Dollars in Thousands)

Balances at January 1, 2000

81,418,853

$278,437

$577,022

$39,057

   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 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

1,148,080

23,316

   Purchase of common stock

(442,947)

(12,488)

   2001 net income

158,186

$158,186

   Payment of dividends

     of $.705 per share

(57,193)

   Income tax benefit associated with exercise of

     nonqualified options and premature dispositions

2,839

   Other comprehensive income

     Cumulative effect of accounting change for energy

       hedges, net of income tax benefit of $41,624

(79,376)

(79,376)

     Unrealized gain on energy hedging transactions,

       net of income tax benefit of $15,424

105,295

105,295

     Unrealized loss on securities available for sale,

       net of income tax benefit of $6,565

(10,595)

(10,595)

     Unrealized loss on interest rate swaps,

       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

   Issuance of common stock

590,822

10,280

   Purchase of common stock

(60,469)

(1,594)

   2002 net income

155,596

155,596

   Payment of dividends

     of $.725 per share

(59,302)

   Income tax benefit associated with exercise of

     Nonqualified options and premature dispositions

1,642

   Adjustment of minority interest

6,093

   Other comprehensive income

     Change in unrealized loss on cash flow hedges

       net of income taxes of $25,651

(42,799)

(42,799)

     Minimum pension liability, net of income

       taxes of $5,988

(11,779)

(11,779)

     Unrealized loss on securities available for sale,

       net of income tax benefit of $2,005

(3,237)

(3,237)

     Unrealized loss on interest rate swaps,

       net of income tax benefit of $235

392

392

     Foreign currency translation adjustment,

       net of income tax benefit of $2,375

2,688

2,688

Balances at December 31, 2002

82,053,760

$298,718

$868,702

($28,659)

$100,861

 

 

EXHIBIT A-3.1

QUESTAR CORPORATION AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2002

(Unaudited)

Questar Regulated Services

Questar

Questar

Questar

Corporate

Questar

Market

Corporation

Intercompany

InfoComm

and Other

Questar

Pipeline

Resources

Consolidated

Transactions

Consolidated

Operations

Gas

Consolidated

Other

Consolidated

(In Thousands)

CURRENT ASSETS

   Cash and cash equivalents

$21,641

$1,305

$2,362

$2,993

$4,153

$424

$10,404

   Notes receivable from affiliates

($242,400)

4,600

137,800

4,400

95,600

   Accounts and notes receivable

194,286

(33,901)

4,168

10,228

90,738

9,584

6,982

106,487

   Fair value of energy price

     hedging contracts

3,617

3,617

   Inventories, at lower of average cost

     or market

40,345

45

26,815

2,153

191

11,141

   Prepaid expenses and other

15,008

875

1,183

1,474

3,287

224

7,965

   Deferred income taxes - current

5,047

5,047

     TOTAL CURRENT ASSETS

279,944

(276,301)

10,993

151,573

127,067

19,177

12,221

235,214

   PROPERTY, PLANT AND

     EQUIPMENT

4,211,551

61,024

8,860

1,193,553

1,020,838

9,631

1,917,645

     Less accumulated depreciation,

       depletion and amortization

1,593,753

37,883

3,952

513,485

316,433

5,011

716,989

   NET PROPERTY, PLANT AND

     EQUIPMENT

2,617,798

23,141

4,908

680,068

704,405

4,620

1,200,656

   INVESTMENT IN

     UNCONSOLIDATED AFFILIATES

23,617

(1,724,639)

1,157,747

566,892

23,617

   LONG-TERM NOTES RECEIVABLE

5,048

(5,000)

5,000

1,586

3,462

   GOODWILL

71,133

5,652

4,058

61,423

   OTHER ASSETS

70,310

8,979

19,050

19,004

17,798

2,692

2,787

$3,067,850

($2,005,940)

$43,113

$1,338,278

$831,791

$747,024

$589,887

$1,523,697

CURRENT LIABILITIES

   Short-term loans

$49,000

$49,000

   Notes payable to affiliates

($242,400)

$10,200

107,700

$36,400

$74,800

$3,400

$9,900

   Accounts payable and accrued expenses

181,387

(33,901)

10,040

6,296

74,389

8,167

14,441

101,956

   Fair value of energy price hedging

     contracts

24,278

24,278

   Interest payable

16,418

5,556

1,743

9,119

   Federal income taxes payable

9,854

(531)

(1,442)

1,254

(3,392)

(350)

14,315

   Other taxes payable

28,179

202

(328)

6,830

(196)

(99)

21,770

   Purchased gas adjustment

13,282

13,282

       TOTAL CURRENT LIABILITIES

322,399

(276,301)

19,911

161,226

137,711

81,122

17,392

181,338

   LONG-TERM DEBT, less current portion

1,145,180

122

285,000

310,058

550,000

   LONG-TERM NOTES PAYABLE

(5,000)

5,000

   OTHER LIABILITIES

69,203

239

46,471

532

7,939

1,343

12,679

   DEFERRED INVESTMENT TAX CRED

4,565

4,565

   DEFERRED INCOME TAXES

377,717

(1,074)

(10,379)

90,155

95,920

(1,090)

204,185

   MINORITY INTEREST

10,025

1,869

8,156

COMMON SHAREHOLDERS' EQUITY

   Common stock

298,718

(34,349)

277

298,956

22,974

6,551

4,309

   Additional paid-in capital

(943,673)

13,796

5,205

121,875

142,034

544,736

116,027

   Retained earnings

868,702

(763,497)

3,095

865,336

168,979

103,400

27,506

463,883

   Other comprehensive income

(28,659)

16,880

(28,659)

(16,880)

     TOTAL COMMON SHAREHOLDERS'

     EQUITY

1,138,761

(1,724,639)

17,168

1,140,838

313,828

251,985

572,242

567,339

$3,067,850

($2,005,940)

$43,113

$1,338,278

$831,791

$747,024

$589,887

$1,523,697

 

 

 

EXHIBIT A-3.2

QUESTAR MARKET RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2002

(Unaudited)

Questar

Market

Inter-

Questar

Questar

Shenandoah

Questar

Questar

Questar

Resources

Company

Market

Wexpro

E&P

Energy Inc.

Energy

Gas

Employee

Consolidated

Eliminations

Resources

Company

Consolidated

Consolidated

Trading

Managemnt

Services

(In Thousands)

CURRENT ASSETS

  Cash and cash equivalents

$10,404

$       199

$     1,628

$     1,850

$     (919)

$     5,580

$     1,699

367

  Notes receivable from affiliates

95,600

($ 77,780)

84,980

2,900

55,500

6,900

23,100

  Accounts and notes receivable

106,487

(61,024)

6,973

15,378

58,338

21,095

47,008

17,713

1,006

  Fair value of energy price

     hedging contracts

3,617

3,617

  Inventories, at lower of average

     cost or market

11,141

970

1,708

1,327

6,924

212

  Prepaid expenses and other

7,965

160

1,666

3,782

1,116

164

1,065

12

     Total Current Assets

235,214

(138,804)

92,312

22,542

121,178

29,519

86,393

20,689

1,385

Property, Plant & Equipment

1,917,645

36

428,597

781,205

483,869

34,254

189,684

  Less accumulated depreciation,

     depletion and amortization

716,989

2

224,440

385,320

39,072

2,091

66,064

Net Property, Plant & Equipment

1,200,656

34

204,157

395,885

444,797

32,163

123,620

Investment in Unconsolidated

  Affiliates

23,617

(428,519)

428,519

212

846

22,559

Long-term Notes Receivable

(542,800)

542,800

Goodwill

61,423

61,423

Other Assets

2,787

1,991

796

$1,523,697

($1,110,123)

$1,127,079

$226,699

$518,071

$474,316

$119,402

$166,868

$1,385

CURRENT LIABILITIES

  Notes payable to affiliates

$    9,900

($   77,780)

$ 77,780

$  9,900

  Accounts payable and accrued

     expenses

101,956

(61,024)

$      119

$ 11,348

43,756

$ 19,407

$ 71,528

15,294

$1,528

  Fair value of energy price

     hedging contracts

24,278

253

18,412

3,540

2,073

  Interest payable

9,119

9,119

  Federal income taxes payable

14,315

1

(154)

5,453

7,551

(191)

1,655

  Other taxes payable

21,770

()

10,194

8,908

1,449

353

747

120

     Total Current Liabilities

181,338

(138,804)

9,238

21,641

154,309

31,947

73,763

27,596

1,648

Long-Term Debt, less current portion

550,000

550,000

Long-Term Notes Payable

(542,800)

79,200

102,000

273,100

27,200

61,300

Deferred Credits

12,679

580

2,343

3,647

1747

78

4,269

15

Deferred Income Taxes

204,185

(78)

35,319

50,905

84,087

3,656

30,577

(281)

Minority Interest

8,156

8,156

COMMON SHAREHOLDER'S

EQUITY

  Common stock

4,309

(28,516)

4,309

22,517

5,999

  Additional paid-in capital

116,027

(257,961)

116,027

143,499

96,131

1

18,329

1

  Retained earnings

463,883

(158,922)

463,883

65,837

69,232

(6,512)

5,566

24,797

2

  Comprehensive income

(16,880)

16,880

(16,880)

(158)

(11,520)

(6,184)

982

     Total Common Shareholder's

     Equity

567,339

(428,519)

567,339

88,196

207,210

83,435

6,549

43,126

3

$1,523,697

($1,110,123)

$1,127,079

$226,699

$518,071

$474,316

$119,402

$166,868

$1,385