QUESTAR GAS CO - FORM 10-Q/A - December 15, 2011

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EX-31 - EXHIBIT 31.11 - QUESTAR GAS COstr10qa3q2011ex3111.htm
EX-31 - EXHIBIT 31.10 - QUESTAR GAS COstr10qa3q2011ex3110.htm
EX-31 - EXHIBIT 31.12 - QUESTAR GAS COstr10qa3q2011ex3112.htm
EX-31 - EXHIBIT 31.8 - QUESTAR GAS COstr10qa3q2011ex318.htm
EX-31 - EXHIBIT 31.7 - QUESTAR GAS COstr10qa3q2011ex317.htm
EX-31 - EXHIBIT 31.9 - QUESTAR GAS COstr10qa3q2011ex319.htm


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q/A

Amendment No. 1


[X]

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

For the quarterly period ended September 30, 2011


[   ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from ___ to ___


Exact name of registrant as specified in its charter

State or other jurisdiction or incorporation of organization

Commission File Number

(I.R.S. Employer

Identification No.)

Questar Corporation

Utah

001-08796

87-0407509

Questar Pipeline Company

Utah

000-14147

87-0307414

Questar Gas Company

Utah

333-69210

87-0155877


180 East 100 South Street, P.O. Box 45433 Salt Lake City, Utah 84145-0433

(Address of principal executive offices)


Registrants’ telephone number, including area code (801) 324-5000

Web site http://www.questar.com


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.


Questar Corporation

Yes [X]   No [   ]

Questar Pipeline Company

Yes [X]   No [   ]

Questar Gas Company

Yes [X]   No [   ]


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 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).


Questar Corporation

Yes [X]   No [   ]

Questar Pipeline Company

Yes [   ]   No [   ]

Questar Gas Company

Yes [   ]   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 definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Do not check non-accelerated filer if a smaller reporting company (Check one):


Questar Corporation

Large accelerated filer [X]

Accelerated filer [   ]

Non-accelerated filer [   ]

Smaller reporting company [   ]

Questar Pipeline Company

Large accelerated filer [   ]

Accelerated filer [   ]

Non-accelerated filer [X]

Smaller reporting company [   ]

Questar Gas Company

Large accelerated filer [   ]

Accelerated filer [   ]

Non-accelerated filer [X]

Smaller reporting company [   ]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Questar Corporation

Yes [   ]   No [X]

Questar Pipeline Company

Yes [   ]   No [X]

Questar Gas Company

Yes [   ]   No [X]




Indicate the number of shares outstanding of each of the issuers’ classes of common stock, as of December 12, 2011:


Questar Corporation

without par value

177,770,548

Questar Pipeline Company

$1.00 per share par value

6,550,843

Questar Gas Company

$2.50 per share par value

9,189,626


Questar Pipeline Company and Questar Gas Company, as wholly-owned subsidiaries of a reporting company, meet the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and are therefore filing this form with the reduced disclosure format.




QUESTAR CORPORATION (“Questar”)

QUESTAR PIPELINE COMPANY (“Questar Pipeline”)

QUESTAR GAS COMPANY (“Questar Gas”)

FORM 10-Q/A

Amendment No. 1

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011


EXPLANATORY NOTE


Pursuant to this Amendment No. 1 to the Quarterly Report on Form 10-Q/A, the registrants’ amend and restate “Part II - Item 6” (Exhibits) of their Quarterly Report on Form 10-Q for the period ended September 30, 2011 in its entirety to add Exhibit 10.1 that was inadvertently omitted from the original filing. Other than the foregoing and the recently-dated certifications of the registrants, as required by Rule 12b-15 under the Securities Exchange Act of 1934, no other changes have been made to the registrants’ Quarterly Report on Form 10-Q for the period ended September 30, 2011. This Amendment No. 1 does not reflect events occurring after the filing on November 4, 2011 of the original Quarterly Report on Form 10-Q with the Securities and Exchange Commission, or modify or update the disclosures presented in the original Quarterly Report on Form 10-Q, except to reflect the revisions as described above.


ITEM 6.  EXHIBITS.


Exhibit No.

Description of Exhibit

 

 

10.1*

First Amendment, dated as of September 2, 2011, to Multi-Year Revolving Credit Agreement, dated as of June 30, 2010, among Questar Corporation, as borrower, Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A., JPMorgan Chase Bank, Barclays Capital and Deutsche Bank Trust Company Americas, as syndication agents, and the lenders party thereto filed as Exhibit 10.1 to the Questar's Current Report on Form 8-K/A (Commission File No. 001-08796) filed December 14, 2011, and incorporated herein by reference.

 

 

12.1**

Questar Corporation ratio of earnings to fixed charges.

 

 

12.2**

Questar Pipeline Company ratio of earnings to fixed charges.

 

 

12.3**

Questar Gas Company ratio of earnings to fixed charges.

 

 

31.1**

Questar Corporation Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 4, 2011.

 

 

31.2**

Questar Corporation Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 4, 2011.

 

 

31.3**

Questar Pipeline Company Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 4, 2011.

 

 

31.4**

Questar Pipeline Company Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 4, 2011.

 

 

31.5**

Questar Gas Company Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 4, 2011.

 

 

31.6**

Questar Gas Company Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 4, 2011.

 

 

31.7*

Questar Corporation Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated December 15, 2011.

 

 

31.8*

Questar Corporation Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated December 15, 2011.

 

 



Questar 2011 Form 10-Q/A

2







31.9*

Questar Pipeline Company Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated December 15, 2011.

 

 

31.10*

Questar Pipeline Company Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated December 15, 2011.

 

 

31.11*

Questar Gas Company Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated December 15, 2011.

 

 

31.12*

Questar Gas Company Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated December 15, 2011.

 

 

32.1**

Questar Corporation Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November 4, 2011.

 

 

32.2**

Questar Corporation Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November 4, 2011.

 

 

32.3*

Questar Pipeline Company Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November 4, 2011.

 

 

32.4**

Questar Pipeline Company Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November 4, 2011.

 

 

32.5**

Questar Gas Company Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November 4, 2011.

 

 

32.6**

Questar Gas Company Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November 4, 2011.

 

 

101.INS**

XBRL Instance.

 

 

101.SCH**

XBRL Taxonomy.

 

 

101.LAB**

XBRL Labels.

 

 

101.PRE**

XBRL Presentation.

 

 

101.CAL**

XBRL Calculations.

 

 

101.DEF**

XBRL Definitions.


*

Filed herewith

**

Previously filed or furnished with the registrants’ Quarterly Report on Form 10-Q filed on November 4, 2011



Questar 2011 Form 10-Q/A

3






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.


 

 

 

 

 

 

 

QUESTAR CORPORATION

QUESTAR PIPELINE COMPANY

QUESTAR GAS COMPANY

(Registrants)

 

 

 

Date: December 15, 2011

 

By:

 

/s/ Ronald W. Jibson

 

 

 

 

Ronald W. Jibson

 

 

 

 

President and Chief Executive Officer,

Questar and Questar Gas

 

 

 

 

 

Date: December 15, 2011

 

By:

 

/s/ R. Allan Bradley

 

 

 

 

R. Allan Bradley

 

 

 

 

President and Chief Executive Officer,

Questar Pipeline

 

 

 

 

 

Date: December 15, 2011

 

By:

 

/s/ Kevin W. Hadlock

 

 

 

 

Kevin W. Hadlock

 

 

 

 

Executive Vice President and Chief Financial Officer,

Questar, Questar Pipeline and Questar Gas

 

 

 

 

 




Questar 2011 Form 10-Q/A

4




INDEX TO EXHIBITS


Exhibit No.

Description of Exhibit

 

 

10.1*

First Amendment, dated as of September 2, 2011, to Multi-Year Revolving Credit Agreement, dated as of June 30, 2010, among Questar Corporation, as borrower, Wells Fargo Bank, National Association, as administrative agent, Bank of America, N.A., JPMorgan Chase Bank, Barclays Capital and Deutsche Bank Trust Company Americas, as syndication agents, and the lenders party thereto filed as Exhibit 10.1 to the Questar's Current Report on Form 8-K/A (Commission File No. 001-08796) filed December 14, 2011, and incorporated herein by reference.

 

 

12.1**

Questar Corporation ratio of earnings to fixed charges.

 

 

12.2**

Questar Pipeline Company ratio of earnings to fixed charges.

 

 

12.3**

Questar Gas Company ratio of earnings to fixed charges.

 

 

31.1**

Questar Corporation Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 4, 2011.

 

 

31.2**

Questar Corporation Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 4, 2011.

 

 

31.3**

Questar Pipeline Company Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 4, 2011.

 

 

31.4**

Questar Pipeline Company Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 4, 2011.

 

 

31.5**

Questar Gas Company Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 4, 2011.

 

 

31.6**

Questar Gas Company Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November 4, 2011.

 

 

31.7*

Questar Corporation Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated December 15, 2011.

 

 

31.8*

Questar Corporation Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated December 15, 2011.

 

 

31.9*

Questar Pipeline Company Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated December 15, 2011.

 

 

31.10*

Questar Pipeline Company Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated December 15, 2011.

 

 

31.11*

Questar Gas Company Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated December 15, 2011.

 

 

31.12*

Questar Gas Company Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated December 15, 2011.

 

 

32.1**

Questar Corporation Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November 4, 2011.

 

 

32.2**

Questar Corporation Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November 4, 2011.

 

 



Questar 2011 Form 10-Q/A

5







32.3*

Questar Pipeline Company Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November 4, 2011.

 

 

32.4**

Questar Pipeline Company Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November 4, 2011.

 

 

32.5**

Questar Gas Company Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November 4, 2011.

 

 

32.6**

Questar Gas Company Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November 4, 2011.

 

 

101.INS**

XBRL Instance.

 

 

101.SCH**

XBRL Taxonomy.

 

 

101.LAB**

XBRL Labels.

 

 

101.PRE**

XBRL Presentation.

 

 

101.CAL**

XBRL Calculations.

 

 

101.DEF**

XBRL Definitions.


*

Filed herewith

**

Previously filed or furnished with the registrants’ Quarterly Report on Form 10-Q filed on November 4, 2011




Questar 2011 Form 10-Q/A

6




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