UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]



[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
	For the quarterly period ended June 30, 2013

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

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



(Exact name of registrant as specified in its charter)	(State or other jurisdiction of incorporation or organization)	Commission File Number:	(I.R.S. Employer Identification No.)
Questar Corporation	Utah	001-08796	87-0407509
Questar Gas Company	Utah	333-69210	87-0155877
Questar Pipeline Company	Utah	000-14147	87-0307414

~~For~~333 ~~the~~South ~~quarterly~~State ~~period~~Street, ~~ended~~P.O. ~~March~~Box 3145433, ~~2011~~Salt Lake City, Utah 84145-0433

[ ]

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~~5900

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.

~~Indicate~~Questar byCorporation ~~check~~Yes ~~mark~~[X] ~~whether~~No ~~the~~[ ~~registrant~~] ~~(1)~~Questar ~~has~~Gas ~~filed~~Company ~~all~~Yes ~~reports~~[X] ~~required~~No to[ be] ~~filed~~Questar byPipeline ~~Section~~Company 13Yes or[X] ~~15(d)~~No 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~~Indicate ~~Corporation~~by ~~Yes~~check ~~[X]~~mark Nowhether [the ]registrant ~~Questar~~has ~~Pipeline~~submitted ~~Company~~electronically ~~Yes~~and ~~[X]~~posted Noon [its ]corporate ~~Questar~~Web ~~Gas~~site, ~~Company~~if ~~Yes~~any, ~~[X]~~every NoInteractive [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).

~~Indicate~~Questar byCorporation ~~check~~Yes ~~mark~~[X] ~~whether~~No ~~the~~[ ~~registrant~~] ~~has~~Questar ~~submitted~~Gas ~~electronically~~Company ~~and~~Yes ~~posted~~[X] onNo ~~its~~[ ~~corporate~~] ~~Web~~Questar ~~site,~~Pipeline ifCompany ~~any,~~Yes ~~every~~[X] ~~Interactive~~No ~~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~~Indicate ~~Corporation~~by ~~Yes~~check ~~[X]~~mark Nowhether [the ]registrant ~~Questar~~is ~~Pipeline~~a ~~Company~~large ~~Yes~~accelerated [filer, ]an Noaccelerated [filer, ]a ~~Questar~~non-accelerated ~~Gas~~filer, ~~Company~~or ~~Yes~~a [smaller ]reporting Nocompany. [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).

~~Indicate~~Questar byCorporation ~~check~~Large ~~mark whether the registrant is a large~~ accelerated filer, an[X] ~~accelerated~~Accelerated filer, a[ ~~non~~] Non-accelerated filer, or[ a] ~~smaller~~Smaller reporting company. ~~See~~[ ~~definitions~~] ofQuestar ~~"large~~Gas Company Large accelerated filer," "[ ] Accelerated filer [ ] Non-accelerated filer" ~~and~~[X] ~~"smaller~~Smaller reporting company" in[ ~~Rule~~] ~~12b-2~~Questar ofPipeline ~~the~~Company ~~Exchange~~Large ~~Act.~~accelerated Dofiler ~~not~~[ ~~check~~] ~~non~~Accelerated filer [ ] Non-accelerated filer if[X] aSmaller ~~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~~Gas Company Yes [ ] No [X] Questar ~~Gas~~Pipeline Company Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuers’' classes of common stock, as of ~~April~~ June 30, ~~2011:~~2013.

Questar Corporation	without par value	~~177~~175,~~482~~094,~~251~~000
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	$1.00 per share par value	6,550,843

Questar ~~Pipeline~~Gas Company and Questar ~~Gas~~Pipeline 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~~QUESTAR ~~Corporation~~CORPORATION

~~Questar~~QUESTAR ~~Pipeline~~GAS ~~Company~~COMPANY

~~Questar~~QUESTAR ~~Gas~~PIPELINE ~~Company~~COMPANY

~~Form~~FORM 10-Q

~~For~~FOR ~~the~~THE ~~Quarterly~~QUARTERLY ~~Period~~PERIOD ~~Ended~~ENDED ~~March 31~~JUNE 30, ~~2011~~2013

TABLE OF CONTENTS

Page



		Page
PART I.	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	3

	Questar Corporation
	Consolidated Statements of Income	3
	Condensed Consolidated Statements of Comprehensive Income	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Cash Flows	6

	Questar Gas Company
	Statements of Income	7
	Condensed Balance Sheets	8
	Condensed Statements of Cash Flows	9

	Questar Pipeline Company
	Consolidated Statements of Income	10
	Condensed Consolidated Statements of Comprehensive Income	11
	Condensed Consolidated Balance Sheets	12
	Condensed Consolidated Statements of Cash Flows	13

	Notes Accompanying the Financial Statements	14

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	25

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	34

ITEM 4.	CONTROLS AND PROCEDURES	35

PART II.	OTHER INFORMATION	35

ITEM 1.	LEGAL PROCEEDINGS	35

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	36

ITEM 6.	EXHIBITS	37

	SIGNATURES	39

PART I.

FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS (Unaudited)

Questar Corporation

Consolidated Statements of Income

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Cash Flows

Questar Pipeline Company

Consolidated Statements of Income

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Cash Flows

Questar Gas Company

Statements of Income

Condensed Balance Sheets

Condensed Statements of Cash Flows

Notes Accompanying the Financial Statements

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4.

CONTROLS AND PROCEDURES

PART II.

OTHER INFORMATION

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 6.

EXHIBITS

SIGNATURES

FILING FORMAT

This Quarterly Report on Form 10-Q is a combined report being filed by three separate registrants: Questar Corporation (Questar or the Company), Questar ~~Pipeline~~Gas Company and Questar ~~Gas~~Pipeline Company. Questar ~~Pipeline~~Gas Company and Questar ~~Gas~~Pipeline Company are wholly-owned subsidiaries of Questar Corporation. Separate financial statements for Wexpro Company have not been included since Wexpro is not a registrant. See Note 89 to the ~~Accompanying~~accompanying ~~Financial~~financial ~~Statements~~statements for a summary of operations by line of business. Information contained herein related to any individual registrant is filed by such registrant solely on its own behalf. Each registrant makes no representation as to information relating exclusively to the other registrants.

~~Part~~Item I1 -of ~~Financial~~Part ~~information~~I inof this Quarterly Report on Form 10-Q includes separate financial statements (i.e. ~~balance~~statements ~~sheets~~of income, statements of comprehensive income, balance sheets and statements of cash flows, as applicable) for Questar Corporation, Questar ~~Pipeline~~Gas Company and Questar ~~Gas~~Pipeline Company. The ~~Notes~~notes ~~Accompanying~~accompanying the ~~Financial~~financial ~~Statements~~statements are presented on a combined basis for all three registrants. Management’'s Discussion and Analysis of Financial Condition and Results of Operations included under Item 2 of Part I is presented by line of business. ~~Only Questar of the three registrants named herein is required to attach XBRL exhibits.~~

Questar ~~2011~~2013 Form 10-Q 2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

QUESTAR CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)



	3 Months Ended						6 Months Ended						12 Months Ended
	June 30,						June 30,						June 30,
	2013			2012			2013			2012			2013			2012
	(in millions, except per-share amounts)
REVENUES
Questar Gas	$	140.1		$	130.2		$	558.4		$	496.2		$	921.9		$	883.8
Wexpro	8.5			8.1			18.8			17.3			37.6			32.6
Questar Pipeline	47.0			50.1			95.3			100.6			197.8			199.2
Total Revenues	195.6			188.4			672.5			614.1			1,157.3			1,115.6

OPERATING EXPENSES
Cost of sales (excluding operating expenses shown separately)	(7.3		)	(11.5		)	192.4			141.2			243.5			221.6
Operating and maintenance	37.6			39.7			85.8			96.4			170.2			181.1
General and administrative	32.0			29.9			65.8			59.0			127.6			117.7
Retirement incentive	—			—			—			—			4.9			—
Production and other taxes	14.7			12.6			30.0			26.9			51.0			52.7
Depreciation, depletion and amortization	47.5			45.5			96.0			89.7			187.9			171.3
Total Operating Expenses	124.5			116.2			470.0			413.2			785.1			744.4
Net gain from asset sales	0.1			0.4			0.1			2.6			2.6			2.7
OPERATING INCOME	71.2			72.6			202.6			203.5			374.8			373.9
Interest and other income	3.1			2.6			6.1			4.0			9.1			9.2
Income from unconsolidated affiliate	1.0			0.9			1.9			1.8			3.8			3.7
Interest expense	(14.3		)	(15.1		)	(28.8		)	(29.8		)	(56.9		)	(55.8		)
INCOME BEFORE INCOME TAXES	61.0			61.0			181.8			179.5			330.8			331.0
Income taxes	(21.6		)	(21.8		)	(69.5		)	(65.1		)	(120.9		)	(118.9		)
NET INCOME	$	39.4		$	39.2		$	112.3		$	114.4		$	209.9		$	212.1

Earnings Per Common Share
Basic	$	0.22		$	0.22		$	0.64		$	0.64		$	1.20		$	1.19
Diluted	0.22			0.22			0.64			0.64			1.19			1.19
Weighted-average common shares outstanding
Used in basic calculation	175.5			177.2			175.4			177.8			175.3			177.7
Used in diluted calculation	176.3			178.3			176.2			178.9			176.1			178.9
Dividends per common share	$	0.18		$	0.1625		$	0.35		$	0.325		$	0.69		$	0.64

	3 Months Ended March 31,		12 Months Ended March 31,
	2011	2010	2011	2010
	(in millions, except per share amounts)
REVENUES
Questar Gas	$ 413.9	$360.7	$ 955.0	$ 873.9
Questar Pipeline	48.3	47.7	197.8	179.6
Wexpro	7.8	6.2	26.2	21.6
Total Revenues	470.0	414.6	1,179.0	1,075.1
OPERATING EXPENSES
Cost of sales (excluding operating expenses shown separately)	209.9	158.3	332.5	273.7
Operating and maintenance	51.4	51.8	175.4	172.9
General and administrative	33.0	26.2	115.3	97.2
Separation costs	-	-	11.5	-
Production and other taxes	13.6	14.6	49.6	44.4
Depreciation, depletion and amortization	39.4	38.9	153.9	149.4
Total Operating Expenses	347.3	289.8	838.2	737.6
Net gain from asset sales	0.1	-	0.5	0.1
OPERATING INCOME	122.8	124.8	341.3	337.6
Interest and other income	2.9	2.8	11.8	12.5
Income from unconsolidated affiliate	0.9	1.0	3.7	3.8
Interest expense	(16.0)	(14.3)	(58.8)	(57.8)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	110.6	114.3	298.0	296.1
Income taxes	(40.7)	(42.1)	(108.0)	(108.7)
INCOME FROM CONTINUING OPERATIONS	69.9	72.2	190.0	187.4
Discontinued operations, net of income taxes	-	78.7	69.5	291.7
Discontinued operations, noncontrolling interest	-	(0.6)	(0.7)	(2.7)
Total Discontinued Operations, Net Of Income Taxes	-	78.1	68.8	289.0
NET INCOME ATTRIBUTABLE TO QUESTAR	$ 69.9	$150.3	$ 258.8	$ 476.4
Earnings Per Common Share Attributable To Questar
Basic from continuing operations	$ 0.40	$ 0.41	$ 1.08	$ 1.06
Basic from discontinued operations	-	0.45	0.39	1.67
Basic total	$ 0.40	$ 0.86	$ 1.47	$ 2.73
Diluted from continuing operations	$ 0.39	$ 0.41	$ 1.06	$ 1.06
Diluted from discontinued operations	-	0.44	0.39	1.64
Diluted total	$ 0.39	$ 0.85	$ 1.45	$ 2.70
Weighted-average common shares outstanding
Used in basic calculation	177.0	174.9	176.2	174.4
Used in diluted calculation	178.5	177.2	178.5	176.6
Dividends per common share	$0.1525	$ 0.13	$0.5625	$ 0.51

See notes accompanying the financial statements

~~See~~Questar ~~notes~~2013 ~~accompanying~~Form ~~the~~10-Q ~~financial statements~~3

~~Questar~~QUESTAR ~~2011 Form 10-Q~~CORPORATION

3CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

~~QUESTAR CORPORATION~~ (Unaudited)

CONDENSED CONSOLIDATED BALANCE SHEETS



	3 Months Ended						6 Months Ended						12 Months Ended
	June 30,						June 30,						June 30,
	2013			2012			2013			2012			2013			2012
	(in millions)
Net income	$	39.4		$	39.2		$	112.3		$	114.4		$	209.9		$	212.1
Other comprehensive income (loss):
Pension and other postretirement benefits	7.9			6.6			15.7			13.2			(30.5		)	(153.7		)
Interest rate cash flow hedges	0.1			0.1			0.3			0.2			0.5			(37.8		)
Change in fair value of long-term investment	(0.1		)	—			(0.1		)	—			—			—
Income taxes	(3.0		)	(2.5		)	(6.0		)	(5.1		)	11.4			72.9
Net other comprehensive income (loss)	4.9			4.2			9.9			8.3			(18.6		)	(118.6		)
COMPREHENSIVE INCOME	$	44.3		$	43.4		$	122.2		$	122.7		$	191.3		$	93.5

~~(Unaudited)~~See notes accompanying the financial statements

	March 31, 2011	March 31, 2010	Dec. 31, 2010
	(in millions)
ASSETS
Current Assets
Cash and cash equivalents	$ -	$ -	$ 21.8
Notes receivable	-	53.0	-
Federal income taxes receivable	-	-	37.1
Accounts receivable, net	132.3	127.7	122.1
Unbilled gas accounts receivable	62.5	57.6	81.6
Gas stored underground	11.3	11.6	43.7
Materials and supplies	21.2	21.4	19.0
Current regulatory assets	33.4	38.1	53.5
Prepaid expenses and other	6.5	6.3	9.0
Deferred income taxes – current	14.8	14.3	11.8
Current assets of discontinued operations	-	684.6	-
Total Current Assets	282.0	1,014.6	399.6
Property, Plant and Equipment	4,694.4	4,379.5	4,642.8
Accumulated depreciation, depletion and amortization	(1,796.6)	(1,657.3)	(1,758.2)
Net property, plant and equipment of discontinued operations	-	5,222.0	-
Net Property, Plant and Equipment	2,897.8	7,944.2	2,884.6
Investment in unconsolidated affiliate	27.8	28.3	27.9
Noncurrent regulatory assets	20.6	22.4	21.7
Other noncurrent assets	39.3	35.3	39.8
Noncurrent assets of discontinued operations	-	282.9	-
TOTAL ASSETS	$3,267.5	$9,327.7	$3,373.6
LIABILITIES AND EQUITY
Current Liabilities
Checks outstanding in excess of cash balances	$1.6	$0.8	$-
Short-term debt	86.0	134.5	242.0
Notes payable	-	27.9	-
Accounts payable and accrued expenses	165.1	207.4	225.1
Current regulatory liabilities	38.5	10.6	6.0
Current portion of long-term debt	182.0	-	182.0
Current liabilities of discontinued operations	-	750.4	-
Total Current Liabilities	473.2	1,131.6	655.1
Long-term debt, less current portion	898.5	831.2	898.5
Deferred income taxes	509.0	379.3	474.7
Asset retirement obligations	64.2	57.5	60.9
Defined benefit pension plan and other postretirement benefits	149.3	210.6	169.5
Customer contributions-in-aid-of-construction	45.7	50.9	45.5
Other long-term liabilities	37.9	37.3	33.3
Noncurrent liabilities of discontinued operations	-	2,749.6	-
EQUITY
Common stock	503.7	462.5	493.0
Retained earnings	690.0	3,205.2	647.1
Accumulated other comprehensive income (loss)	(104.0)	157.7	(104.0)
TOTAL COMMON SHAREHOLDERS' EQUITY	1,089.7	3,825.4	1,036.1
Noncontrolling interest of discontinued operations	-	54.3	-
Total Equity	1,089.7	3,879.7	1,036.1
TOTAL LIABILITIES AND EQUITY	$3,267.5	$9,327.7	$3,373.6



Questar 2013 Form 10-Q	4

~~See~~QUESTAR ~~notes accompanying the financial statements~~CORPORATION

~~Questar~~CONDENSED ~~2011~~CONSOLIDATED ~~Form~~BALANCE ~~10-Q~~SHEETS

4(Unaudited)

QUESTAR CORPORATION



	June 30, 2013			June 30, 2012			Dec. 31, 2012
	(in millions)
ASSETS
Current Assets
Cash and cash equivalents	$	—		$	—		$	16.8
Accounts receivable, net	86.5			73.1			114.3
Unbilled gas accounts receivable	12.4			12.4			78.3
Gas stored underground	19.5			29.8			39.0
Materials and supplies	26.0			29.5			24.5
Current regulatory assets	36.0			25.2			46.7
Prepaid expenses and other	9.8			9.7			13.1
Deferred income taxes - current	17.2			16.2			13.0
Total Current Assets	207.4			195.9			345.7
Property, Plant and Equipment	5,492.7			5,170.1			5,333.3
Accumulated depreciation, depletion and amortization	(2,089.0		)	(1,959.3		)	(2,016.3		)
Net Property, Plant and Equipment	3,403.7			3,210.8			3,317.0
Investment in unconsolidated affiliate	25.9			27.1			26.5
Noncurrent regulatory assets	20.4			20.1			21.6
Other noncurrent assets	49.5			43.5			46.3
TOTAL ASSETS	$	3,706.9		$	3,497.4		$	3,757.1

LIABILITIES AND COMMON SHAREHOLDERS' EQUITY
Current Liabilities
Checks outstanding in excess of cash balances	$	0.5		$	11.8		$	—
Short-term debt	206.0			190.0			263.0
Accounts payable and accrued expenses	186.5			164.5			235.2
Current regulatory liabilities	8.0			5.1			5.8
Current portion of long-term debt and capital lease obligation	2.8			132.2			42.7
Total Current Liabilities	403.8			503.6			546.7
Long-term debt and capital lease obligation, less current portion	1,136.9			991.6			1,138.2
Deferred income taxes	667.4			566.0			603.4
Asset retirement obligations	62.4			65.6			67.2
Defined benefit pension plan and other postretirement benefits	264.9			253.0			303.7
Customer contributions in aid of construction	26.9			28.1			22.9
Regulatory and other noncurrent liabilities	42.9			37.5			39.4

COMMON SHAREHOLDERS' EQUITY
Common stock	447.7			468.3			442.4
Retained earnings	890.4			801.5			839.5
Accumulated other comprehensive (loss)	(236.4		)	(217.8		)	(246.3		)
Total Common Shareholders' Equity	1,101.7			1,052.0			1,035.6
TOTAL LIABILITIES AND COMMON SHAREHOLDERS' EQUITY	$	3,706.9		$	3,497.4		$	3,757.1

~~CONDENSED~~See ~~CONSOLIDATED~~notes ~~STATEMENTS~~accompanying OFthe ~~CASH~~financial ~~FLOWS~~statements

~~(Unaudited)~~Questar 2013 Form 10-Q 5

	3 Months Ended March 31,
	2011	2010
	(in millions)
OPERATING ACTIVITIES
Net income	$ 69.9	$150.9
Discontinued operations, net of income taxes	-	(78.7)
Adjustments to reconcile net income to net cash provided by operating activities by continuing operations:
Depreciation, depletion and amortization	41.8	40.6
Deferred income taxes	31.3	1.6
Share-based compensation	3.5	2.8
Net (gain) from asset sales	(0.1)	-
(Income) from unconsolidated affiliate	(0.9)	(1.0)
Distribution from unconsolidated affiliate	1.0	0.8
Changes in operating assets and liabilities	82.3	26.5
Net Cash Provided By Operating Activities By Continuing Operations	228.8	143.5
--
INVESTING ACTIVITIES
Property, plant and equipment	(76.0)	(60.9)
Cash used in disposition of assets	(0.5)	(0.2)
Change in notes receivable	-	(13.7)
Net Cash Used In Investing Activities By Continuing Operations	(76.5)	(74.8)
--
FINANCING ACTIVITIES
Common stock issued	5.6	5.9
Common stock repurchased	(2.3)	(5.9)
Change in short-term debt	(156.0)	(34.5)
Change in notes payable	-	(25.0)
Checks outstanding in excess of cash balances	1.6	0.8
Dividends paid	(27.0)	(22.8)
Tax benefits from share-based compensation	4.0	1.3
Net Cash Used In Financing Activities By Continuing Operations	(174.1)	(80.2)
CASH USED IN CONTINUING OPERATIONS	(21.8)	(11.5)
Cash provided by operating activities of discontinued operations	-	222.0
Cash used in investing activities of discontinued operations	-	(263.4)
Cash provided by financing activities of discontinued operations	-	22.1
Effect of change in cash and cash equivalents of discontinued operations	-	19.3
Change in cash and cash equivalents	(21.8)	(11.5)
Beginning cash and cash equivalents	21.8	11.5
Ending cash and cash equivalents	$ -	$ -

QUESTAR CORPORATION

~~See~~CONDENSED ~~notes~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~the~~OF ~~financial~~CASH ~~statements~~FLOWS

~~Questar 2011 Form 10-Q~~(Unaudited)



	6 Months Ended June 30,
	2013			2012
	(in millions)
OPERATING ACTIVITIES
Net income	$	112.3		$	114.4
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	99.5			93.6
Deferred income taxes	53.7			60.6
Share-based compensation	8.3			5.2
Net (gain) from asset sales	(0.1		)	(2.6		)
(Income) from unconsolidated affiliate	(1.9		)	(1.8		)
Distributions from unconsolidated affiliate and other	3.0			2.2
Changes in operating assets and liabilities	62.8			33.4
NET CASH PROVIDED BY OPERATING ACTIVITIES	337.6			305.0

INVESTING ACTIVITIES
Property, plant and equipment	(192.9		)	(190.8		)
Cash used in disposition of assets	(2.2		)	(1.7		)
Proceeds from disposition of assets	0.5			0.4
NET CASH USED IN INVESTING ACTIVITIES	(194.6		)	(192.1		)

FINANCING ACTIVITIES
Common stock issued	2.2			3.8
Common stock repurchased	(3.5		)	(56.8		)
Change in short-term debt	(57.0		)	(29.0		)
Long-term debt and capital lease obligation repaid	(40.3		)	(0.4		)
Long-term debt issuance costs	(1.7		)	—
Checks outstanding in excess of cash balances	0.5			11.8
Dividends paid	(61.4		)	(57.8		)
Tax benefits from share-based compensation	1.4			3.9
NET CASH USED IN FINANCING ACTIVITIES	(159.8		)	(124.5		)
Change in cash and cash equivalents	(16.8		)	(11.6		)
Beginning cash and cash equivalents	16.8			11.6
Ending cash and cash equivalents	$	—		$	—

Supplemental Disclosure of Noncash Investing and Financing Transaction:
During the first quarter of 2012, Questar incurred a capital lease obligation of $40.8 million in connection with a lease agreement on a new headquarters building.

QUESTAR PIPELINE COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
	3 Months Ended March 31,		12 Months Ended March 31,
	2011	2010	2011	2010
	(in millions)
REVENUES
From unaffiliated customers	$48.3	$47.7	$197.8	$179.6
From affiliated companies	18.6	18.8	73.8	72.5
Total Revenues	66.9	66.5	271.6	252.1
--
OPERATING EXPENSES
Operating and maintenance	8.6	7.8	42.2	39.8
General and administrative	13.1	10.6	43.5	38.1
Depreciation and amortization	12.3	11.8	47.9	45.3
Other taxes	3.1	2.4	9.7	8.7
Cost of goods sold (excluding operating expenses shown separately)	0.6	0.5	2.5	1.3
Total Operating Expenses	37.7	33.1	145.8	133.2
Net gain from asset sales	0.1	0.1	0.8	0.5
OPERATING INCOME	29.3	33.5	126.6	119.4
Interest and other income	0.9	0.1	1.2	2.3
Income from unconsolidated affiliate	0.9	1.0	3.7	3.8
Interest expense	(7.1)	(7.4)	(28.5)	(29.5)
INCOME BEFORE INCOME TAXES	24.0	27.2	103.0	96.0
Income taxes	(8.7)	(10.0)	(37.5)	(35.3)
NET INCOME	$15.3	$17.2	$ 65.5	$ 60.7

See notes accompanying the financial statements

~~See~~Questar ~~notes~~2013 ~~accompanying~~Form ~~the~~10-Q ~~financial statements~~6

~~Questar~~QUESTAR ~~2011~~GAS ~~Form 10-Q~~COMPANY

6STATEMENTS OF INCOME

QUESTAR PIPELINE COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
	March 31, 2011	March 31, 2010	Dec. 31, 2010
	(in millions)
ASSETS
Current Assets
Cash and cash equivalents	$ 0.9	$ -	$ 5.3
Notes receivable from Questar	40.7	69.6	30.3
Accounts receivable, net	25.5	18.0	20.2
Accounts receivable from affiliates	19.4	15.0	16.2
Materials and supplies	8.1	6.3	7.2
Prepaid expenses and other	3.9	3.6	5.2
Deferred income taxes – current	1.2	0.7	1.2
Total Current Assets	99.7	113.2	85.6
Property, Plant and Equipment	1,721.0	1,606.8	1,711.1
Accumulated depreciation and amortization	(557.4)	(514.0)	(545.0)
Net Property, Plant and Equipment	1,163.6	1,092.8	1,166.1
Investment in unconsolidated affiliate	27.8	28.3	27.9
Goodwill	4.2	4.2	4.2
Regulatory and other noncurrent assets	9.1	11.0	9.6
TOTAL ASSETS	$1,304.4	$1,249.5	$1,293.4
--
LIABILITIES AND COMMON SHAREHOLDER’S EQUITY
Current Liabilities
Accounts payable and accrued expenses	$ 32.4	$ 48.3	$ 45.6
Accounts payable to affiliates	4.7	3.8	4.7
Current portion of long-term debt	180.0	-	180.0
Total Current Liabilities	217.1	52.1	230.3
Long-term debt, less current portion	280.9	461.2	280.9
Deferred income taxes	196.1	164.0	180.1
Regulatory and other noncurrent liabilities	15.4	14.9	15.3
--
COMMON SHAREHOLDER’S EQUITY
Common stock	6.6	6.6	6.6
Additional paid-in capital	344.5	343.0	344.0
Retained earnings	243.8	207.7	236.2
Total Common Shareholder’s Equity	594.9	557.3	586.8
TOTAL LIABILITIES AND COMMON SHAREHOLDER’S EQUITY	$1,304.4	$1,249.5	$1,293.4

(Unaudited)

See notes accompanying the financial statements



	3 Months Ended						6 Months Ended						12 Months Ended
	June 30,						June 30,						June 30,
	2013			2012			2013			2012			2013			2012
	(in millions)
REVENUES
From unaffiliated customers	$	140.1		$	130.2		$	558.4		$	496.2		$	921.9		$	883.8
From affiliated company	0.1			1.0			0.4			1.8			1.1			3.3
Total Revenues	140.2			131.2			558.8			498.0			923.0			887.1

OPERATING EXPENSES
Cost of natural gas sold (excluding operating expenses shown separately)	83.5			75.5			374.1			311.7			595.7			558.9
Operating and maintenance	23.5			24.9			57.2			65.8			110.4			122.5
General and administrative	13.7			12.7			26.4			24.4			53.2			50.6
Retirement incentive	—			—			—			—			2.4			—
Depreciation and amortization	12.4			11.8			24.5			23.6			48.1			46.3
Other taxes	4.9			4.8			10.1			9.2			17.1			15.9
Total Operating Expenses	138.0			129.7			492.3			434.7			826.9			794.2
OPERATING INCOME	2.2			1.5			66.5			63.3			96.1			92.9
Interest and other income	1.3			1.2			2.5			2.4			5.6			4.9
Interest expense	(5.6		)	(6.5		)	(11.4		)	(13.3		)	(22.2		)	(26.1		)
INCOME (LOSS) BEFORE INCOME TAXES	(2.1		)	(3.8		)	57.6			52.4			79.5			71.7
Income taxes	0.9			1.5			(21.8		)	(19.8		)	(29.2		)	(26.8		)
NET INCOME (LOSS)	$	(1.2	)	$	(2.3	)	$	35.8		$	32.6		$	50.3		$	44.9

~~Questar~~See ~~2011~~notes ~~Form~~accompanying ~~10-Q~~the financial statements

Questar 2013 Form 10-Q 7

QUESTAR PIPELINE COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	3 Months Ended March 31,
	2011	2010
	(in millions)
OPERATING ACTIVITIES
Net income	$15.3	$17.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	13.1	12.4
Deferred income taxes	16.0	1.6
Share-based compensation	0.5	0.3
Net (gain) from asset sales	(0.1)	(0.1)
(Income) from unconsolidated affiliate	(0.9)	(1.0)
Distribution from unconsolidated affiliate	1.0	0.8
Changes in operating assets and liabilities	(5.5)	16.8
Net Cash Provided By Operating Activities	39.4	48.0
--
INVESTING ACTIVITIES
Property, plant and equipment	(25.7)	(17.3)
Cash used in disposition of assets	-	(0.1)
Net Cash Used In Investing Activities	(25.7)	(17.4)
--
FINANCING ACTIVITIES
Change in notes receivable from Questar	(10.4)	(26.9)
Dividends paid	(7.7)	(7.3)
Change in notes payable to Questar	-	(0.2)
Net Cash Used In Financing Activities	(18.1)	(34.4)
Change in cash and cash equivalents	(4.4)	(3.8)
Beginning cash and cash equivalents	5.3	3.8
Ending cash and cash equivalents	$ 0.9	$ -

QUESTAR GAS COMPANY

~~See~~CONDENSED ~~notes~~BALANCE ~~accompanying the financial statements~~SHEETS

~~Questar 2011 Form 10-Q~~(Unaudited)



	June 30, 2013			June 30, 2012			Dec. 31, 2012
	(in millions)
ASSETS
Current Assets
Cash and cash equivalents	$	—		$	—		$	1.4
Accounts receivable, net	49.5			28.4			67.0
Unbilled gas accounts receivable	12.4			12.3			78.2
Accounts receivable from affiliates	31.9			22.7			31.8
Gas stored underground	19.1			29.4			38.3
Materials and supplies	13.7			12.9			13.5
Current regulatory assets	31.0			18.5			41.0
Prepaid expenses and other	4.4			4.0			3.2
Deferred income taxes - current	5.7			5.6			1.5
Total Current Assets	167.7			133.8			275.9
Property, Plant and Equipment	2,097.8			1,990.7			2,040.9
Accumulated depreciation and amortization	(777.3		)	(763.8		)	(762.8		)
Net Property, Plant and Equipment	1,320.5			1,226.9			1,278.1
Noncurrent regulatory assets	16.1			15.1			16.4
Goodwill	5.6			5.6			5.6
Other noncurrent assets	3.0			2.1			3.1
TOTAL ASSETS	$	1,512.9		$	1,383.5		$	1,579.1

LIABILITIES AND COMMON SHAREHOLDER'S EQUITY
Current Liabilities
Checks outstanding in excess of cash balances	$	3.4		$	5.4		$	—
Notes payable to Questar	137.3			102.1			166.1
Accounts payable and accrued expenses	73.7			78.8			105.0
Accounts payable to affiliates	55.1			43.6			50.9
Customer advances	9.0			19.9			30.2
Current regulatory liabilities	7.1			3.4			4.3
Current portion of long-term debt	2.0			131.5			42.0
Total Current Liabilities	287.6			384.7			398.5
Long-term debt, less current portion	384.5			236.5			384.5
Deferred income taxes	323.6			260.6			301.6
Customer contributions in aid of construction	26.9			28.1			22.9
Regulatory and other noncurrent liabilities	3.9			4.5			4.0

COMMON SHAREHOLDER'S EQUITY
Common stock	23.0			23.0			23.0
Additional paid-in capital	173.2			172.0			172.5
Retained earnings	290.2			274.1			272.1
Total Common Shareholder's Equity	486.4			469.1			467.6
TOTAL LIABILITIES AND COMMON SHAREHOLDER'S EQUITY	$	1,512.9		$	1,383.5		$	1,579.1

QUESTAR GAS COMPANY
STATEMENTS OF INCOME
(Unaudited)
	3 Months Ended March 31,		12 Months Ended March 31,
	2011	2010	2011	2010
	(in millions)
REVENUES
From unaffiliated customers	$413.9	$360.7	$955.0	$873.9
From affiliated company	0.8	0.3	1.6	1.3
Total Revenues	414.7	361.0	956.6	875.2
--
OPERATING EXPENSES
Cost of natural gas sold (excluding operating expenses shown separately)	288.7	237.0	643.9	570.5
Operating and maintenance	37.4	39.0	112.8	114.4
General and administrative	14.6	11.3	53.2	44.4
Depreciation and amortization	10.9	11.1	43.5	44.1
Other taxes	4.3	4.0	14.4	13.5
Total Operating Expenses	355.9	302.4	867.8	786.9
OPERATING INCOME	58.8	58.6	88.8	88.3
Interest and other income	1.6	1.5	6.8	7.3
Interest expense	(6.6)	(6.8)	(26.0)	(27.5)
INCOME BEFORE INCOME TAXES	53.8	53.3	69.6	68.1
Income taxes	(20.4)	(20.2)	(25.4)	(25.2)
NET INCOME	$ 33.4	$ 33.1	$ 44.2	$ 42.9

See notes accompanying the financial statements

~~See~~Questar ~~notes~~2013 ~~accompanying~~Form ~~the~~10-Q ~~financial statements~~8

~~Questar~~QUESTAR ~~2011~~GAS ~~Form 10-Q~~COMPANY

9CONDENSED STATEMENTS OF CASH FLOWS

QUESTAR GAS COMPANY
CONDENSED BALANCE SHEETS
(Unaudited)
	March 31, 2011	March 31, 2010	Dec. 31, 2010
	(in millions)
ASSETS
Current Assets
Cash and cash equivalents	$ 0.4	$ 1.5	$ 4.7
Accounts receivable, net	95.9	85.9	93.0
Unbilled gas accounts receivable	62.4	57.5	81.5
Accounts receivable from affiliates	4.3	2.9	4.5
Gas stored underground	10.6	10.7	43.3
Materials and supplies	9.0	11.9	7.9
Current regulatory assets	32.9	37.9	52.7
Prepaid expenses and other	1.9	1.7	2.9
Deferred income taxes – current	4.3	3.6	1.3
Total Current Assets	221.7	213.6	291.8
Property, Plant and Equipment	1,833.5	1,734.9	1,817.6
Accumulated depreciation and amortization	(731.9)	(695.6)	(721.3)
Net Property, Plant and Equipment	1,101.6	1,039.3	1,096.3
Noncurrent regulatory assets	14.4	15.4	15.0
Goodwill	5.6	5.6	5.6
Other noncurrent assets	2.5	6.9	2.6
TOTAL ASSETS	$1,345.8	$1,280.8	$1,411.3
--
LIABILITIES AND COMMON SHAREHOLDER’S EQUITY
Current Liabilities
Notes payable to Questar	$ 64.1	$ 63.4	$ 153.6
Accounts payable and accrued expenses	98.9	109.6	108.3
Accounts payable to affiliates	37.4	52.9	53.6
Customer advances	8.0	9.4	26.2
Current regulatory liabilities	35.3	6.2	2.8
Current portion of long-term debt	2.0	-	2.0
Total Current Liabilities	245.7	241.5	346.5
Long-term debt, less current portion	368.0	370.0	368.0
Deferred income taxes	239.3	186.8	230.3
Customer contributions-in-aid-of-construction	45.7	50.9	45.5
Regulatory and other noncurrent liabilities	5.5	6.3	5.5
--
COMMON SHAREHOLDER’S EQUITY
Common stock	23.0	23.0	23.0
Additional paid-in capital	150.6	149.3	150.3
Retained earnings	268.0	253.0	242.2
Total Common Shareholder’s Equity	441.6	425.3	415.5
TOTAL LIABILITIES AND COMMON SHAREHOLDER’S EQUITY	$1,345.8	$1,280.8	$1,411.3

(Unaudited)

See notes accompanying the financial statements



	6 Months Ended June 30,
	2013			2012
	(in millions)
OPERATING ACTIVITIES
Net income	$	35.8		$	32.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	26.9			26.1
Deferred income taxes	17.8			0.8
Share-based compensation	1.0			0.6
Changes in operating assets and liabilities	65.1			73.9
NET CASH PROVIDED BY OPERATING ACTIVITIES	146.6			134.0

INVESTING ACTIVITIES
Property, plant and equipment	(74.1		)	(85.9		)
Cash used in disposition of assets	(1.8		)	(1.6		)
Proceeds from disposition of assets	0.2			0.2
Affiliated-company property, plant and equipment transfers	10.8			—
NET CASH USED IN INVESTING ACTIVITIES	(64.9		)	(87.3		)

FINANCING ACTIVITIES
Change in notes payable to Questar	(28.8		)	(40.6		)
Checks outstanding in excess of cash balances	3.4			5.4
Long-term debt repaid	(40.0		)	—
Dividends paid	(17.7		)	(16.5		)
NET CASH USED IN FINANCING ACTIVITIES	(83.1		)	(51.7		)
Change in cash and cash equivalents	(1.4		)	(5.0		)
Beginning cash and cash equivalents	1.4			5.0
Ending cash and cash equivalents	$	—		$	—

~~Questar~~See ~~2011~~notes ~~Form~~accompanying ~~10-Q~~the financial statements

Questar 2013 Form 10-Q 9

QUESTAR GAS COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
	3 Months Ended March 31,
	2011	2010
	(in millions)
OPERATING ACTIVITIES
Net income	$ 33.4	$ 33.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	12.0	12.1
Deferred income taxes	6.0	(2.2)
Share-based compensation	0.3	0.4
Changes in operating assets and liabilities	67.5	7.9
Net Cash Provided By Operating Activities	119.2	51.3
--
INVESTING ACTIVITIES
Property, plant and equipment	(25.9)	(26.1)
Cash used in disposition of assets	(0.5)	(0.1)
Net Cash Used In Investing Activities	(26.4)	(26.2)
--
FINANCING ACTIVITIES
Change in notes payable to Questar	(89.5)	(23.6)
Dividends paid	(7.6)	(7.2)
Net Cash Used In Financing Activities	(97.1)	(30.8)
Change in cash and cash equivalents	(4.3)	(5.7)
Beginning cash and cash equivalents	4.7	7.2
Ending cash and cash equivalents	$ 0.4	$ 1.5

QUESTAR PIPELINE COMPANY

~~See~~CONSOLIDATED ~~notes~~STATEMENTS ~~accompanying~~OF ~~the financial statements~~INCOME

~~Questar 2011 Form 10-Q~~(Unaudited)



	3 Months Ended						6 Months Ended						12 Months Ended
	June 30,						June 30,						June 30,
	2013			2012			2013			2012			2013			2012
	(in millions)
REVENUES
From unaffiliated customers	$	47.0		$	50.1		$	95.3		$	100.6		$	197.8		$	199.2
From affiliated companies	17.7			18.3			37.2			36.8			74.8			73.9
Total Revenues	64.7			68.4			132.5			137.4			272.6			273.1

OPERATING EXPENSES
Operating and maintenance	7.0			8.7			14.4			17.3			32.3			33.7
General and administrative	12.1			12.4			24.5			24.5			50.0			46.8
Retirement incentive	—			—			—			—			0.9			—
Depreciation and amortization	14.1			13.5			28.2			27.0			55.5			53.1
Other taxes	2.4			2.4			4.9			4.9			9.1			9.6
Cost of sales (excluding operating expenses shown separately)	1.0			0.7			2.2			1.2			7.7			2.7
Total Operating Expenses	36.6			37.7			74.2			74.9			155.5			145.9
Net gain from asset sales	—			0.1			—			0.1			2.6			0.3
OPERATING INCOME	28.1			30.8			58.3			62.6			119.7			127.5
Interest and other income	0.3			0.3			0.6			0.3			0.9			0.2
Income from unconsolidated affiliate	1.0			0.9			1.9			1.8			3.8			3.7
Interest expense	(6.5		)	(6.6		)	(13.0		)	(13.2		)	(26.1		)	(23.8		)
INCOME BEFORE INCOME TAXES	22.9			25.4			47.8			51.5			98.3			107.6
Income taxes	(8.4		)	(9.3		)	(17.5		)	(18.8		)	(36.0		)	(38.9		)
NET INCOME	$	14.5		$	16.1		$	30.3		$	32.7		$	62.3		$	68.7

~~QUESTAR~~See ~~CORPORATION~~notes accompanying the financial statements

~~QUESTAR~~Questar ~~PIPELINE~~2013 ~~COMPANY~~Form 10-Q 10

QUESTAR ~~GAS~~PIPELINE COMPANY

~~NOTES~~CONDENSED ~~ACCOMPANYING~~CONSOLIDATED ~~THE~~STATEMENTS ~~FINANCIAL~~OF ~~STATEMENTS~~COMPREHENSIVE INCOME

~~Note 1 - Nature of Business~~(Unaudited)

Questar Corporation (Questar or the Company) is a Rockies-based integrated natural gas company with three complementary and wholly owned lines of business:



	3 Months Ended				6 Months Ended						12 Months Ended
	June 30,				June 30,						June 30,
	2013		2012		2013			2012			2013			2012
	(in millions)
Net income	$	14.5	$	16.1	$	30.3		$	32.7		$	62.3		$	68.7
Other comprehensive income (loss):
Interest rate cash flow hedges	0.1		0.1		0.3			0.2			0.5			(37.8		)
Income taxes	—		—		(0.1		)	(0.1		)	(0.2		)	14.0
Net other comprehensive income (loss)	0.1		0.1		0.2			0.1			0.3			(23.8		)
COMPREHENSIVE INCOME	$	14.6	$	16.2	$	30.5		$	32.8		$	62.6		$	44.9

-See ~~Wexpro~~notes ~~Company~~accompanying ~~(Wexpro)~~the ~~develops~~financial ~~and produces natural gas from cost-of-service reserves for Questar Gas.~~statements

- Questar ~~Pipeline~~2013 ~~Company~~Form ~~(Questar~~10-Q ~~Pipeline) operates interstate natural gas pipelines and storage facilities in the western~~11

~~United~~QUESTAR ~~States~~PIPELINE ~~and provides other energy services.~~COMPANY

-CONDENSED ~~Questar~~CONSOLIDATED ~~Gas~~BALANCE ~~Company (Questar Gas) provides retail natural gas distribution in Utah, Wyoming and Idaho.~~SHEETS

~~Questar is headquartered in Salt Lake City, Utah. Shares of Questar common stock trade on the New York Stock Exchange~~ (~~NYSE:STR~~Unaudited).

Note 2 - Basis of Presentation of Interim Financial Statements



	June 30, 2013			June 30, 2012			Dec. 31, 2012
	(in millions)
ASSETS
Current Assets
Cash and cash equivalents	$	5.7		$	0.3		$	7.1
Notes receivable from Questar	34.4			18.8			38.7
Accounts receivable, net	18.6			18.9			19.1
Accounts receivable from affiliates	32.6			27.9			27.5
Materials and supplies	8.2			9.0			7.2
Current regulatory assets	5.0			6.7			5.7
Prepaid expenses and other	3.8			3.7			7.7
Deferred income taxes - current	1.6			1.8			1.6
Total Current Assets	109.9			87.1			114.6
Property, Plant and Equipment	1,868.6			1,804.6			1,840.1
Accumulated depreciation and amortization	(651.1		)	(609.2		)	(629.3		)
Net Property, Plant and Equipment	1,217.5			1,195.4			1,210.8
Investment in unconsolidated affiliate	25.9			27.1			26.5
Goodwill	4.2			4.2			4.2
Regulatory and other noncurrent assets	7.8			8.9			9.0
TOTAL ASSETS	$	1,365.3		$	1,322.7		$	1,365.1

LIABILITIES AND COMMON SHAREHOLDER'S EQUITY
Current Liabilities
Accounts payable and accrued expenses	$	32.4		$	40.0		$	25.7
Accounts payable to affiliates	5.0			4.0			16.9
Current regulatory liabilities	0.9			1.7			1.5
Total Current Liabilities	38.3			45.7			44.1
Long-term debt	458.9			459.0			458.9
Deferred income taxes	248.5			200.2			242.5
Regulatory and other noncurrent liabilities	14.3			13.5			13.8

COMMON SHAREHOLDER'S EQUITY
Common stock	6.6			6.6			6.6
Additional paid-in capital	348.5			346.6			347.5
Retained earnings	273.2			274.4			274.9
Accumulated other comprehensive (loss)	(23.0		)	(23.3		)	(23.2		)
Total Common Shareholder's Equity	605.3			604.3			605.8
TOTAL LIABILITIES AND COMMON SHAREHOLDER'S EQUITY	$	1,365.3		$	1,322.7		$	1,365.1

~~The~~See ~~interim~~notes ~~financial~~accompanying ~~statements contain~~ the ~~accounts of Questar and its majority-owned or controlled subsidiaries. The~~ financial statements were prepared in accordance with U.S. generally accepted accounting principles (GAAP) and with the instructions for Quarterly Reports on Form 10-Q and Regulations S-X and S-K. All significant intercompany accounts and transactions have been eliminated in consolidation.

~~The~~Questar ~~financial~~2013 statements reflect all normal, recurring adjustments and accruals that are, in the opinion of management, necessary for a fair presentation of financial position and results of operations for the interim periods presented. Interim financial statements do not include all of the information and notes required by GAAP for audited annual financial statements. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-KQ ~~for the year ended December 31, 2010.~~ 12

~~The~~QUESTAR ~~preparation~~PIPELINE of the financial statements and notes in conformity with GAAP requires that management make estimates and assumptions that affect the amounts of revenues, expenses, assets and liabilities, and disclosure of contingent assets and liabilities. Actual results could differ from estimates. The results of operations for the three and 12 months ended March 31, 2011, are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.COMPANY

~~Questar~~CONDENSED ~~uses~~CONSOLIDATED ~~the~~STATEMENTS ~~equity~~OF ~~method~~CASH to account for its investment in an unconsolidated affiliate where it does not have control, but has significant influence. White River Hub, LLC is a limited liability company and FERC-regulated transporter of natural gas. Questar Pipeline owns 50% of White River Hub, LLC and is the operator. Generally, the investment in White River Hub, LLC on the Company’s balance sheets equals the Company’s proportionate share of equity reported by White River Hub, LLC. The investment is assessed for possible impairment when events indicate that the fair value of the investment may be below the Company’s carrying value. When such a condition is deemed to be other than temporary, the carrying value of the investment is written down to its fair value, and the amount of the write-down is included in the determination of net income.FLOWS

~~The 2010 financial information in this Quarterly Report on Form 10-Q has been recast due to the Spinoff of QEP Resources~~ (~~QEP~~Unaudited) so that the basis of presentation is consistent with that of the first quarter 2011 financial information. This recast reflects the financial condition and results of operations of QEP as discontinued operations for all periods presented. For a summary of discontinued operations see Note 10.

Note 3 – Comprehensive Income



	6 Months Ended June 30,
	2013			2012
	(in millions)
OPERATING ACTIVITIES
Net income	$	30.3		$	32.7
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	29.6			28.3
Deferred income taxes	5.6			3.5
Share-based compensation	1.6			1.0
Net (gain) from asset sales	—			(0.1		)
(Income) from unconsolidated affiliate	(1.9		)	(1.8		)
Distributions from unconsolidated affiliate and other	2.8			2.2
Changes in operating assets and liabilities	1.6			(2.2		)
NET CASH PROVIDED BY OPERATING ACTIVITIES	69.6			63.6

INVESTING ACTIVITIES
Property, plant and equipment	(32.3		)	(25.3		)
Cash used in disposition of assets	(0.4		)	(0.1		)
Proceeds from disposition of assets	0.1			0.2
Affiliated-company property, plant and equipment transfers	(10.7		)	—
NET CASH USED IN INVESTING ACTIVITIES	(43.3		)	(25.2		)

FINANCING ACTIVITIES
Change in notes receivable from Questar	4.3			(10.0		)
Dividends paid	(32.0		)	(31.5		)
NET CASH USED IN FINANCING ACTIVITIES	(27.7		)	(41.5		)
Change in cash and cash equivalents	(1.4		)	(3.1		)
Beginning cash and cash equivalents	7.1			3.4
Ending cash and cash equivalents	$	5.7		$	0.3

~~Comprehensive~~See ~~income~~notes ~~(loss)~~accompanying ~~attributable to Questar is~~ the ~~sum~~financial of net income attributable to Questar as reported in the Consolidated Statements of Income and net other comprehensive income (loss). Net other comprehensive income (loss) includes recognition of the under-funded position of the defined benefit pension plan and other postretirement benefits (employee benefits), changes in the market value of long-term investment and commodity-based derivative instruments and income taxes. These transactions are not the culmination of the earnings process but result from periodically adjusting historical balances to fair value. Income or loss is recognized when the pension or other postretirement benefit costs are accrued and the long-term investment is sold or otherwise realized. Comprehensive income (loss) attributable to Questar is shown below:statements

Questar ~~2011~~2013 Form 10-Q 13

12QUESTAR CORPORATION

	3 Months Ended March 31,		12 Months Ended March 31,
	2011	2010	2011	2010
	(in millions)
Net income	$69.9	$150.9	$259.5	$479.1
Other comprehensive income (loss)
Employee benefits	-	-	21.5	47.8
Long-term investment	-	0.1	-	0.1
Discontinued operations
Change in unrealized fair value of derivatives held by QEP	-	299.2	(437.9)	(195.5)
Income taxes	-	(111.3)	154.7	54.4
Net other comprehensive income (loss)	-	188.0	(261.7)	(93.2)
Comprehensive income (loss)	69.9	338.9	(2.2)	385.9
Discontinued operations, noncontrolling interest	-	(0.6)	(0.7)	(2.7)
Comprehensive income (loss) attributable to Questar	$69.9	$338.3	($2.9)	$383.2

QUESTAR GAS COMPANY

~~The~~QUESTAR ~~components~~PIPELINE ~~of Accumulated Other Comprehensive Income (Loss), net of income taxes, shown on the Condensed Consolidated Balance Sheets are as follows:~~COMPANY

	Mar. 31, 2011	Mar. 31, 2010	Dec. 31, 2010
	(in millions)
Employee benefits	($104.1)	($117.4)	($104.1)
Long-term investment	0.1	0.1	0.1
Discontinued operations, unrealized fair value of derivatives	-	275.0	-
Accumulated Other Comprehensive Income (Loss)	($104.0)	$157.7	($104.0)

NOTES ACCOMPANYING THE FINANCIAL STATEMENTS

~~Note~~The 4notes -accompanying ~~Earnings~~the ~~Per~~financial ~~Share~~statements apply to Questar Corporation, Questar Gas Company and Questar Pipeline Company unless otherwise noted.

~~Basic~~Note ~~earnings~~1 ~~per share (EPS) is computed by dividing net income attributable to Questar by the weighted~~-~~average~~ ~~number~~Nature of common shares outstanding during the reporting period. Diluted EPS includes the potential increase in the number of outstanding shares that could result from the exercise of in-the-money stock options that are part of the Company’s Long-Term Stock Incentive Plan (LTSIP). A reconciliation of the components of basic and diluted shares used in the EPS calculation follows:Business

	3 Months Ended March 31,		12 Months Ended March 31,
	2011	2010	2011	2010
	(in millions)
Weighted-average basic common shares outstanding	177.0	174.9	176.2	174.4
Potential number of shares issuable under the Company’s LTSIP	1.5	2.3	2.3	2.2
Weighted average diluted common shares outstanding	178.5	177.2	178.5	176.6

Questar Corporation is a Rockies-based integrated natural gas company with three principal complementary and wholly-owned lines of business:

~~Note~~• 5Questar -Gas ~~Asset~~Company ~~Retirement~~(Questar ~~Obligations~~Gas) provides retail natural gas distribution in Utah, Wyoming and Idaho.

~~Questar~~• ~~records~~Wexpro ~~asset~~Company ~~retirement obligations~~ (~~ARO~~Wexpro) ~~when~~develops ~~there~~and ~~are~~produces ~~legal~~natural ~~obligations associated with the retirement of tangible long-lived assets. At Questar, ARO apply primarily to abandonment costs associated with~~ gas ~~and~~from ~~oil wells, production facilities and certain other properties. The Company has not capitalized future abandonment costs on a majority of its long~~cost-~~lived transportation and distribution assets because the Company does not have a legal obligation to restore the area surrounding abandoned assets. The fair value~~ of retirement costs are estimated by Company personnel based on abandonment costs of similar properties available to field operations and depreciated over the life of the related assets. Revisions to ARO estimates result from changes in expected cash flows or material changes in estimated retirement costs. Income or expense resulting from the settlement of ARO liabilities is included in net gain (loss) from asset sales on the Consolidated Statements of Income. The ARO liability is adjusted to present value each period through an accretion calculation using a credit-~~adjusted~~service ~~risk-free~~reserves ~~interest~~for ~~rate. Changes in~~ Questar’s ~~ARO~~Gas ~~from the Consolidated Balance Sheets for the three months ended March 31 were as follows:~~customers.

• Questar ~~2011~~Pipeline ~~Form~~Company ~~10-Q~~(Questar Pipeline) operates interstate natural gas pipelines and storage facilities in the western United States and provides other energy services.

13Questar is headquartered in Salt Lake City, Utah. Shares of Questar common stock trade on the New York Stock Exchange (NYSE:STR).

	2011	2010
	(in millions)
ARO liability at December 31	$60.9	$65.0
Accretion	0.7	0.7
Liabilities incurred	0.2	0.2
Revisions	2.5	(8.3)
Liabilities settled	(0.1)	(0.1)
ARO liability at March 31	$64.2	$57.5

Note 2 - Basis of Presentation of Interim Financial Statements

~~Wexpro~~The ~~collects~~interim ~~from~~financial ~~Questar~~statements ~~Gas~~contain ~~and~~the ~~deposits~~accounts inof ~~trust~~Questar ~~certain~~and ~~funds~~its ~~related~~wholly-owned ~~to estimated ARO costs~~subsidiaries. The ~~funds~~financial ~~amounted~~statements towere ~~$13.4~~prepared ~~million~~in ataccordance ~~March~~with ~~31, 2011, and $12~~U.~~2 million at March 31, 2010~~S. ~~The~~generally ~~funds~~accepted ~~are~~accounting ~~recorded~~principles in(GAAP) ~~other noncurrent assets on the Condensed Consolidated Balance Sheets~~ and ~~used~~with ~~to satisfy retirement obligations as~~ the ~~properties~~instructions ~~are abandoned. The accounting treatment of reclamation activities associated with ARO~~ for ~~properties~~Quarterly ~~administered~~Reports ~~under~~on ~~the~~Form ~~longstanding~~10-Q ~~Wexpro~~and ~~Agreement~~SEC isRegulations ~~defined~~S-X ~~in a guideline letter between Wexpro~~ and ~~the~~S-K. ~~Utah~~All ~~Division~~significant ofintercompany ~~Public~~accounts ~~Utilities~~ and ~~the~~transactions ~~staff~~have ofbeen ~~the~~eliminated ~~Public~~in ~~Service Commission of Wyoming (PSCW)~~consolidation.

~~Note~~The 6financial statements reflect all normal, recurring adjustments and accruals that are, in the opinion of management, necessary for a fair presentation of financial position and results of operations for the interim periods presented. Interim financial statements do not include all of the information and notes required by GAAP for audited annual financial statements. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K ~~Fair~~for ~~Value~~the ~~Measurements~~year ended December 31, 2012.

~~Questar~~The ~~measures~~preparation ~~and~~of ~~discloses~~financial ~~fair~~statements ~~values~~and notes in ~~accordance~~conformity with ~~the~~GAAP ~~provisions~~requires ofthat ~~the~~management ~~accounting~~make ~~standards~~estimates ~~for Fair Value Measurements~~ and ~~Disclosures.~~assumptions ~~The~~that ~~standards~~affect ~~establish~~the aamounts ~~fair-value~~of ~~hierarchy.~~revenues, ~~Level~~expenses, 1assets ~~inputs~~and ~~are~~liabilities, ~~unadjusted~~and ~~quoted~~disclosure ~~prices~~of ~~for~~contingent ~~identical~~ assets orand liabilities. inActual ~~active~~results ~~markets~~could ~~that~~differ ~~the~~from ~~Company~~estimates. ~~has~~The ~~the~~results ~~ability~~of tooperations ~~access~~for at the ~~measurement~~three, ~~date.~~six ~~Level~~and 212 ~~inputs~~months ~~are~~ended ~~inputs~~June 30, ~~other~~2013, ~~than~~are ~~quoted~~not ~~prices~~necessarily ~~included~~indicative ~~within~~of ~~Level~~the 1results that ~~are~~may ~~observable~~be expected for the ~~asset~~year orending ~~liability~~December 31, ~~either directly or indirectly~~2013. ~~Level 3 inputs are unobservable inputs for the asset or liability.~~

~~The~~Certain ~~following~~reclassifications ~~table~~were ~~discloses~~made to prior year information to conform to the ~~carrying~~current ~~amount~~year ~~and~~presentation. ~~related~~This ~~fair~~includes ~~value~~reclassifications on the Questar Condensed Consolidated Statements of ~~certain~~Comprehensive ~~financial~~Income ~~instruments~~and ~~not~~Condensed ~~disclosed~~Consolidated inBalance Sheets to reflect revised accounting for reclassifications out of accumulated other ~~notes~~comprehensive loss related to the ~~financial~~Company's ~~statements~~pension inand ~~this~~other ~~Quarterly~~postretirement ~~Report~~benefit ~~on Form 10-Q:~~plans.

Questar uses the equity method to account for its investment in an unconsolidated affiliate where it does not have control, but has significant influence. White River Hub, LLC is a limited liability company and FERC-regulated transporter of natural gas. Questar Pipeline owns 50% of White River Hub, LLC and is the operator. Generally, the investment in White River Hub, LLC on the Company's balance sheets equals the Company's proportionate share of equity reported by White River Hub, LLC. The investment is assessed for possible impairment when events indicate that the fair value of the investment may be below the Company's carrying value. When such a condition is deemed to be other-than-temporary, the carrying value of the investment is written down to its fair value, and the amount of the write-down is included in the determination of net income.

	Carrying	Estimated	Carrying	Estimated	Carrying	Estimated
	Amount	Fair Value	Amount	Fair Value	Amount	Fair Value
	March 31, 2011		March 31, 2010		December 31, 2010
	(in millions)
Financial assets
Cash and cash equivalents	$ -	$ -	$ -	$ -	$ 21.8	$ 21.8
Notes receivable	-	-	53.0	53.0	-	-
Long-term investment	13.4	13.4	12.2	12.2	13.1	13.1
Financial liabilities
Checks outstanding in excess of cash balances	1.6	1.6	0.8	0.8	-	-
Short-term debt	86.0	86.0	134.5	134.5	242.0	242.0
Notes payable	-	-	27.9	27.9	-	-
Long-term debt, including current portion	$1,080.5	$1,159.2	$831.2	$913.1	$1,080.5	$1,173.8

Questar Gas obtains the majority of its gas supply from Wexpro's cost-of-service production and pays Wexpro an operator service fee based on the terms of the Wexpro Agreement. Questar Gas also obtains transportation and storage services from Questar Pipeline. These intercompany revenues and expenses are eliminated in the Questar Consolidated Statements of Income by reducing revenues and cost of sales. The underlying costs of Wexpro's production and Questar Pipeline's transportation and storage services are disclosed in other categories in the Consolidated Statements of Income, including operating and maintenance expense and depreciation, depletion and amortization expense. During the second and third quarters of the year, a significant portion of the natural gas from Wexpro production is injected into underground storage. This gas is withdrawn from

The carrying amounts of cash and cash equivalents, notes receivable, checks outstanding in excess of cash balances, short-term debt and notes payable approximate fair value. The fair value of fixed-rate long-term debt is based on the discounted present value of cash flows using the Company's current credit-risk adjusted borrowing rates. Notes receivable and notes payable represent borrowing transactions between Questar ~~and~~2013 ~~pre-Spinoff~~Form ~~affiliated companies. The long~~10-~~term~~Q investment is recorded at fair value and consists of money market and short-term bond index mutual funds held in Wexpro's trust (see Note 5). The fair value of the long-term investment is based on quoted prices for the underlying funds, and is considered a Level 1 fair value.14

~~The~~storage ~~following~~as ~~table~~needed ~~discloses~~during the ~~carrying~~heating ~~amount~~season in the first and ~~related~~fourth ~~fair~~quarters. The cost of natural gas sold is credited with the value of ~~certain~~natural ~~financial~~gas ~~instruments~~as ~~not~~it ~~disclosed~~is injected into storage and debited as it is withdrawn from storage. The reported balance in ~~other~~consolidated ~~notes~~cost of sales may be a negative amount during the second and third quarters because of the entries to ~~Questar~~record ~~Pipeline's~~injection ~~condensed~~of ~~consolidated~~gas ~~financial~~into ~~statements~~storage inand ~~this~~the ~~Quarterly~~elimination ~~Report~~of onintercompany ~~Form~~transactions. ~~10-Q~~The details of Questar's consolidated cost of sales are as follows:

Questar 2011 Form 10-Q



	3 Months Ended						6 Months Ended						12 Months Ended
	June 30,						June 30,						June 30,
	2013			2012			2013			2012			2013			2012
	(in millions)
Questar Gas
Gas purchases	$	10.3		$	2.8		$	113.6		$	64.3		$	153.5		$	135.1
Operator service fee	74.2			69.5			147.0			135.2			285.8			266.7
Transportation and storage	18.1			18.9			40.1			39.5			80.2			78.2
Gathering	4.5			5.1			9.1			11.2			18.4			24.1
Royalties	10.3			6.2			21.4			16.4			37.0			37.4
Storage (injection) withdrawal, net	(9.6		)	(16.5		)	19.2			10.9			10.2			(10.7		)
Purchased-gas account adjustment	(25.7		)	(11.8		)	21.0			31.6			5.5			23.0
Other	1.4			1.3			2.7			2.6			5.1			5.1
Total Questar Gas cost of natural gas sold	83.5			75.5			374.1			311.7			595.7			558.9
Elimination of Questar Gas cost of natural gas sold - affiliated parties	(91.8		)	(87.7		)	(183.9		)	(171.7		)	(359.9		)	(340.0		)
Total Questar Gas cost of natural gas sold - unaffiliated parties	(8.3		)	(12.2		)	190.2			140.0			235.8			218.9
Questar Pipeline
Total Questar Pipeline cost of sales	1.0			0.7			2.2			1.2			7.7			2.7
Total cost of sales	$	(7.3	)	$	(11.5	)	$	192.4		$	141.2		$	243.5		$	221.6

14Note 3 - Comprehensive Income

~~Questar~~Beginning ~~Pipeline~~in 2012, the Company and its subsidiaries adopted accounting guidance issued in June 2011 that resulted in the addition of statements of comprehensive income to the primary financial statements. Beginning in 2013, the Company and its subsidiaries adopted accounting guidance issued in February 2013 that requires additional disclosures about reclassifications from accumulated other comprehensive income into earnings.

	Carrying	Estimated	Carrying	Estimated	Carrying	Estimated
	Amount	Fair Value	Amount	Fair Value	Amount	Fair Value
	March 31, 2011		March 31, 2010		December 31, 2010
	(in millions)
Financial assets
Cash and cash equivalents	$ 0.9	$ 0.9	$ -	$ -	$ 5.3	$ 5.3
Notes receivable from Questar	40.7	40.7	69.6	69.6	30.3	30.3
Financial liabilities
Long-term debt, including current portion	$460.9	$496.8	$461.2	$497.9	$460.9	$501.9

Comprehensive income, as reported in Questar's Condensed Consolidated Statements of Comprehensive Income, is the sum of net income as reported in the Questar Consolidated Statements of Income and other comprehensive income (loss) (OCI). OCI includes recognition of the under-funded position of pension and other postretirement benefit plans, interest rate cash flow hedges, changes in the fair value of long-term investment, and the related income taxes. These transactions are not the culmination of the earnings process but result from periodically adjusting historical balances to fair value. Income or loss is recognized when the pension or other postretirement benefit (OPRB) costs are accrued, as the Company records interest expense for hedged interest payments and when the long-term investment is sold or otherwise realized. Details of the changes in the components of consolidated accumulated other comprehensive income (loss) (AOCI), net of income taxes, as reported in Questar's Condensed Consolidated Balance Sheets, are shown in the table below. The table also discloses details of income taxes related to each component of OCI.

~~The carrying amounts of cash and cash equivalents and notes receivable from~~ Questar ~~approximate~~2013 ~~fair~~Form ~~value. The fair value of fixed~~10-~~rate~~Q ~~long-term debt is based on the discounted present value of cash flows using Questar Pipeline's current credit-risk adjusted borrowing rates.~~ 15

The following table discloses the carrying amount and related fair value of certain financial instruments not disclosed in other notes to Questar Gas's condensed financial statements in this Quarterly Report on Form 10-Q:



	Pension and OPRB			Interest rate cash flow hedges			Long-term invest.			Total			Pension and OPRB			Interest rate cash flow hedges			Long-term invest.			Total
	3 Months Ended												6 Months Ended
	June 30, 2013												June 30, 2013
	(in millions)
AOCI at beginning of period	$	(218.3	)	$	(23.1	)	$	0.1		$	(241.3	)	$	(223.2	)	$	(23.2	)	$	0.1		$	(246.3	)
OCI before reclassifications	—			—			(0.1		)	(0.1		)	—			—			(0.1		)	(0.1		)
Reclassified from AOCI⁽¹⁾	7.9			0.1			—			8.0			15.7			0.3			—			16.0
Income taxes
OCI before reclassifications	—			—			0.1			0.1			—			—			0.1			0.1
Reclassified from AOCI⁽²⁾	(3.1		)	—			—			(3.1		)	(6.0		)	(0.1		)	—			(6.1		)
Total income taxes	(3.1		)	—			0.1			(3.0		)	(6.0		)	(0.1		)	0.1			(6.0		)
Net other comprehensive income	4.8			0.1			—			4.9			9.7			0.2			—			9.9
AOCI at June 30, 2013	$	(213.5	)	$	(23.0	)	$	0.1		$	(236.4	)	$	(213.5	)	$	(23.0	)	$	0.1		$	(236.4	)

~~Questar~~(1) ~~Gas~~Interest rate cash flow hedge amounts are included in their entirety as charges to interest expense on the Consolidated Statements of Income.

	Carrying	Estimated	Carrying	Estimated	Carrying	Estimated
	Amount	Fair Value	Amount	Fair Value	Amount	Fair Value
	March 31, 2011		March 31, 2010		December 31, 2010
	(in millions)
Financial assets
Cash and cash equivalents	$ 0.4	$ 0.4	$ 1.5	$ 1.5	$ 4.7	$ 4.7
Financial liabilities
Notes payable to Questar	64.1	64.1	63.4	63.4	153.6	153.6
Long-term debt, including current portion	$370.0	$417.0	$370.0	$415.2	$370.0	$425.3

⁽²⁾Interest rate cash flow hedge amounts are included in their entirety as credits to income taxes on the Consolidated Statements of Income.

~~The~~Pension ~~carrying amounts of cash~~ and ~~cash~~other ~~equivalents~~postretirement ~~and~~benefits ~~notes~~AOCI ~~payable~~reclassifications toare ~~Questar~~included ~~approximate~~in ~~fair~~the ~~value.~~computation ~~The fair value~~ of ~~fixed-rate~~net ~~long-term~~periodic ~~debt~~pension isand ~~based~~postretirement onbenefit ~~the~~costs. ~~discounted~~See ~~present~~Note ~~value~~10 offor ~~cash~~additional ~~flows using Questar Gas's current credit-risk adjusted borrowing rates~~details.

~~Note~~Comprehensive 7income -(loss), ~~Share-Based~~as ~~Compensation~~reported in Questar Pipeline's Condensed Consolidated Statements of Comprehensive Income, is the sum of net income as reported in the Questar Pipeline Consolidated Statements of Income and OCI. OCI includes interest rate cash flow hedges and the related income taxes. These transactions are not the culmination of the earnings process but result from periodically adjusting historical balances to fair value. Income or loss is recognized as the company records interest expense for hedged interest payments. Disclosures above regarding interest rate cash flow hedges, including income taxes and income statement reclassifications effects, apply to Questar Pipeline.

~~Questar~~Note ~~issues~~4 ~~stock options, restricted shares, restricted stock units and performance shares to certain officers, employees and non~~-~~employee~~ ~~directors~~Earnings ~~under~~Per its Long-term Stock Incentive Plan (LTSIP). Questar recognizes expense over time as the stock options, restricted shares, restricted stock units and performance shares vest. Total share-based compensation expense amounted to $3.5 million in the first quarter of 2011 compared to $2.8 million in the first quarter of 2010. Deferred share-based compensation, representing the unvested value of restricted share awards, amounted to $9.3 million at March 31, 2011. Deferred share-based compensation is included in common stock on the Condensed Consolidated Balance Sheets. First quarter cash flow from income tax benefits in excess of recognized compensation expense amounted to $4.0 million in 2011 compared to $1.3 million in 2010. There were 7,546,987 shares available for future grants at March 31, 2011.Share

~~The~~Basic ~~Company~~earnings ~~uses~~per share (EPS) is computed by dividing net income by the ~~Black~~weighted-~~Scholes-Merton~~average ~~mathematical~~number ~~model~~of incommon ~~estimating~~shares outstanding during the ~~fair~~reporting ~~value~~period. Diluted EPS includes the potential increase in the number of outstanding shares that could result from the exercise of in-the-money stock options, ~~for~~the ~~accounting~~vesting ~~purposes.~~of ~~Fair~~restricted stock units (RSUs) with forfeitable dividends and the distribution of performance shares that are part of the Company's Long-~~value~~Term ~~calculations~~Stock ~~rely~~Incentive ~~upon~~Plan ~~subjective~~(LTSIP), ~~assumptions~~less ~~used~~shares inrepurchased under the ~~mathematical~~treasury ~~model~~stock method. Restricted shares and ~~may~~RSUs ~~not~~with benonforfeitable ~~representative~~dividends are participating securities for the computation of ~~future~~basic ~~results~~earnings per share. The ~~Black~~application of the two-~~Scholes-Merton~~class ~~model~~method ~~was~~had ~~intended~~an ~~for~~insignificant ~~measuring~~impact on the ~~value~~calculation of ~~options~~both ~~traded~~basic onand andiluted ~~exchange~~EPS. ~~Questar~~A ~~did~~reconciliation ~~not~~of ~~grant~~the ~~any~~components ~~stock~~of ~~options~~basic and diluted shares used in the ~~first~~EPS ~~quarter~~calculation ~~of 2011.~~follows:

Questar 2011 Form 10-Q



	3 Months Ended		6 Months Ended		12 Months Ended
	June 30,		June 30,		June 30,
	2013	2012	2013	2012	2013	2012
	(in millions)
Weighted-average basic common shares outstanding	175.5	177.2	175.4	177.8	175.3	177.7
Potential number of shares issuable under the Company's LTSIP	0.8	1.1	0.8	1.1	0.8	1.2
Weighted-average diluted common shares outstanding	176.3	178.3	176.2	178.9	176.1	178.9

15Questar 2013 Form 10-Q 16

~~Unvested~~Note ~~stock~~5 ~~options decreased by 115,068 shares to 117,794 shares in the first quarter of 2011. Stock~~-~~option~~ ~~transactions~~Asset ~~under~~Retirement ~~the terms of the LTSIP are summarized below:~~Obligations

	Options Outstanding	Price Range	Weighted- average Price
Balance at December 31, 2010	2,560,059	$3.70 - $17.35	$ 7.30
Exercised	(322,184)	3.70 - 13.10	5.49
Balance at March 31, 2011	2,237,875	$3.70 - $17.35	$7.56

Questar records an asset retirement obligation (ARO) along with an increase to the carrying value of the related property, plant and equipment when there is a legal obligation associated with the retirement of a tangible long-lived asset. Questar's AROs apply primarily to abandonment costs associated with gas and oil wells, production facilities and certain other properties. The Company has not recorded AROs on a majority of its long-lived transportation and distribution assets because the Company does not have a legal obligation to restore the area surrounding abandoned assets. The fair value of retirement costs is estimated by Company personnel based on abandonment costs of similar properties available to field operations and depreciated over the life of the related assets. Revisions to estimates result from material changes in the expected timing or amount of cash flows associated with AROs. Income or expense resulting from the settlement of ARO liabilities is included in net gain (loss) from asset sales in the Consolidated Statements of Income. The ARO liability is adjusted to present value each period through an accretion calculation using a credit-adjusted risk-free interest rate. Changes in Questar's AROs from the Condensed Consolidated Balance Sheets were as follows:

Options Outstanding				Options Exercisable		Unvested Options
	6 Months Ended
Range of exercise prices	Number outstanding at March 31, 2011	Weighted-average remaining term in years	Weighted-average exercise price	Number exercisable at March 31, 2011	Weighted-average exercise price	Number unvested at March 31, 2011	Weighted- average exercise price
	June 30,
$3.70 - $4.37	1,255,501	1.5	$4.11	1,255,501	$4.11	-	$-
	2013				2012
7.84 - 12.43	649,174	3.7	11.17	590,177	11.15	58,997	11.40
	(in millions)
$13.10 - $17.35	333,200	5.3	13.52	274,403	13.60	58,797	13.10
AROs at beginning of year	$	67.2			$	63.8
	2,237,875	2.7	$ 7.56	2,120,081	$ 7.30	117,794	$12.25
Accretion	1.5				1.5
Liabilities incurred	1.3				1.7
Revisions in estimated cash flows	(6.8		)		(1.2		)
Liabilities settled	(0.8		)		(0.2		)
AROs at June 30,	$	62.4			$	65.6

~~Restricted~~Wexpro ~~share~~collects ~~grants~~from ~~typically~~Questar ~~vest~~Gas and deposits in ~~equal~~trust ~~installments~~certain ~~over~~funds arelated ~~three-~~to orAROs. ~~four-year~~The ~~period~~funds ~~from~~are ~~the~~recorded ~~grant~~as ~~date.~~other ~~Several~~noncurrent ~~grants~~assets ~~vest~~and inused ato ~~single~~satisfy ~~installment~~retirement ~~after~~obligations aas ~~specified~~the ~~period~~properties are abandoned. The ~~weighted-average~~accounting ~~vesting~~treatment ~~period~~ of ~~unvested~~reclamation ~~restricted~~activities ~~shares~~associated atwith ~~March~~AROs ~~31,~~for ~~2011,~~properties ~~was~~administered 23under ~~months.~~the ~~Transactions~~Wexpro ~~involving~~Agreement ~~restricted~~is ~~shares~~defined ~~under~~in a guideline letter between Wexpro and the ~~terms~~Utah Division of Public Utilities and the ~~LTSIP~~staff ~~are~~of ~~summarized~~the ~~below:~~Wyoming Public Service Commission (PSCW).

	Restricted Shares Outstanding	Price Range	Weighted-average Price
Balance at December 31, 2010	568,707	$11.40 - $20.31	$14.66
Granted	348,127	17.50 - 17.97	17.96
Distributed	(126,406)	11.40 - 17.35	13.97
Balance at March 31, 2011	790,428	$11.40 - $20.31	$16.22

Note 6 - Fair Value Measurements

~~Restricted~~Questar ~~stock~~complies ~~unit~~with ~~grants~~the ~~typically~~provisions ~~vest~~of inthe ~~equal~~accounting ~~installments~~standards ~~over~~for fair value measurements and disclosures. The standards establish a ~~three~~fair ~~year~~value ~~period~~hierarchy. ~~from~~Level 1 inputs are unadjusted quoted prices for identical assets or liabilities in active markets that the ~~grant~~Company has the ability to access at the measurement date. AtLevel ~~March~~2 ~~31,~~inputs ~~2011,~~are ~~Questar’s~~inputs ~~outstanding~~other ~~restricted~~than ~~stock~~quoted ~~units~~prices ~~totaled~~included ~~67,353~~within ~~with~~Level a1 ~~weighted-average~~that ~~price~~are ofobservable ~~$15~~for the asset or liability, either directly or indirectly.27 ~~per~~Level ~~share~~3 ~~and~~inputs aare ~~weighted-average~~unobservable ~~vesting~~inputs ~~period~~for ofthe 15asset ~~months~~or liability. The Company had no assets or liabilities measured using Level 3 inputs at June 30, 2013, June 30, 2012 or December 31, 2012.

InBeginning ~~the~~in ~~first quarter of 2011~~2012, Questar ~~granted~~adopted tofair ~~certain~~value ~~Company~~accounting ~~executive~~guidance ~~officers~~issued ain ~~total~~May ~~of 128,021 performance shares under the terms of the LTSIP~~2011. The ~~awards~~guidance ~~motivate~~did ~~and~~not ~~reward~~result ~~these~~in ~~executives~~any ~~for~~changes ~~long-term Company performance and provide an incentive for them~~ to ~~remain with~~ the ~~Company.~~reported ~~The~~amounts ~~target number~~ of ~~performance~~assets ~~shares for each executive officer is subject to adjustment upward~~ or ~~downward based on the Company’s performance over the three-year performance period ending December 31~~liabilities, ~~2013~~but ~~with~~did ~~respect~~result ~~to specified performance criteria relative to a specified peer group of companies. The actual performance shares awarded, if any, will be distributed~~ in ~~the~~disclosure ~~first quarter~~ of ~~2014 so long as such executive officer was employed by~~ the ~~Company~~fair orvalue ~~its~~hierarchy ~~affiliates~~levels asassociated ofwith ~~December~~fair ~~31,~~value ~~2013. Half~~estimates offor ~~any~~financial ~~award~~assets ~~will be distributed in shares of Company common stock~~ and ~~half~~liabilities innot ~~cash.~~carried ~~The~~at ~~Monte Carlo simulation method was used to estimate the grant-date~~ fair value ~~of the performance share awards at $18~~.23 per share. The liability awards to be settled in cash will be marked-to-market at least annually using the Monte Carlo simulation method. Equity and liability-based performance share compensation expense amounted to $0.2 million in the first quarter of 2011.

~~Note~~Questar 82013 Form 10-Q ~~Operations by Line of Business~~ 17

Questar's three complementary lines of business include Wexpro, which develops and produces natural gas from cost-of-service reserves for Questar Gas; Questar Pipeline, which operates interstate natural gas pipelines and storage facilities; and Questar Gas, which provides retail natural gas distribution in Utah, Wyoming and Idaho. Line-of-business information is presented according to senior management's basis for evaluating performance and considering differences in the nature of products, services and regulation among other factors. Separation costs, comprised primarily of advisory fees, legal fees and employee severance expenses, were reported at the corporate level. Following is a summary of operations by line of business:

The following table discloses the carrying amount, estimated fair value and level within the fair value hierarchy of certain financial instruments not disclosed in other notes to Questar's ~~2011~~financial statements in this Quarterly Report on Form 10-Q:



	Hierarchy Level of Fair Value Estimates	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
		June 30, 2013				June 30, 2012				Dec. 31, 2012
		(in millions)
Financial assets
Cash and cash equivalents	1	$	—	$	—	$	—	$	—	$	16.8	$	16.8
Long-term investment	1	16.5		16.5		14.7		14.7		15.5		15.5
Financial liabilities
Checks outstanding in excess of cash balances	1	0.5		0.5		11.8		11.8		—		—
Short-term debt	1	206.0		206.0		190.0		190.0		263.0		263.0
Long-term debt, including current portion	2	1,100.0		1,200.3		1,083.4		1,245.5		1,140.9		1,303.1

	3 Months Ended March 31,		12 Months Ended March 31
	2011	2010	2011	2010
	(in millions)
Revenues from Unaffiliated Customers
Wexpro	$ 7.8	$ 6.2	$ 26.2	$ 21.6
Questar Pipeline	48.3	47.7	197.8	179.6
Questar Gas	413.9	360.7	955.0	873.9
Total	$470.0	$414.6	$1,179.0	$1,075.1
--
Revenues from Affiliated Companies
Wexpro	$ 60.9	$ 60.5	$ 240.6	$ 226.1
Questar Pipeline	18.6	18.8	73.8	72.5
Questar Gas	0.8	0.3	1.6	1.3
Total	$ 80.3	$ 79.6	$ 316.0	$ 299.9
--
Operating Income (Loss)
Wexpro	$ 34.5	$ 32.8	$ 135.4	$ 128.5
Questar Pipeline	29.3	33.5	126.6	119.4
Questar Gas	58.8	58.6	88.8	88.3
Corporate	0.2	(0.1)	(9.5)	1.4
Total	$122.8	$124.8	$ 341.3	$ 337.6
--
Income (Loss) From Continuing Operations
Wexpro	$ 22.3	$ 21.2	$ 89.2	$ 83.1
Questar Pipeline	15.3	17.2	65.5	60.7
Questar Gas	33.4	33.1	44.2	42.9
Corporate	(1.1)	0.7	(8.9)	0.7
Total	$ 69.9	$ 72.2	$ 190.0	$ 187.4

The carrying amounts of cash and cash equivalents, checks outstanding in excess of cash balances and short-term debt approximate fair value. The long-term investment is recorded at fair value and consists of money market and short-term bond index mutual funds held in Wexpro's trust (see Note 5). The fair value of the long-term investment is based on quoted prices for the underlying funds. The fair value of fixed-rate long-term debt is based on the discounted present value of cash flows using the Company's current credit risk-adjusted borrowing rates.

~~Note~~Questar ~~9 - Employee Benefits~~Gas

~~Questar~~The ~~has~~following ~~defined-benefit~~table ~~pension~~discloses ~~and~~the ~~life~~carrying ~~insurance plans covering a majority of its employees. On July 1~~amount, ~~2010,~~estimated ~~Questar~~fair ~~closed~~value ~~its~~and ~~defined-benefit~~level ~~pension~~within ~~plan~~the tofair ~~new~~value ~~hires~~hierarchy orof ~~rehires.~~certain ~~The~~financial ~~Company~~instruments ~~previously~~not ~~closed~~disclosed ~~its~~in ~~postretirement~~other ~~medical~~notes ~~coverage and life insurance plan~~ to ~~employees~~Questar ~~hired~~Gas's orfinancial ~~rehired~~statements ~~after~~in ~~January~~this 1,Quarterly ~~1997,~~Report ~~and~~on ~~established~~Form ~~maximum amounts paid by the Company.~~ 10-Q:

Questar is subject to and complies with minimum-required and maximum-allowed annual contribution levels for its qualified pension plan as determined by the Employee Retirement Income Security Act and Internal Revenue Code. The 2011 estimated qualified pension expense is $22.8 million.



	Hierarchy Level of Fair Value Estimates	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
		June 30, 2013				June 30, 2012				Dec. 31, 2012
		(in millions)
Financial assets
Cash and cash equivalents	1	$	—	$	—	$	—	$	—	$	1.4	$	1.4
Financial liabilities
Checks outstanding in excess of cash balances	1	3.4		3.4		5.4		5.4		—		—
Notes payable to Questar	1	137.3		137.3		102.1		102.1		166.1		166.1
Long-term debt, including current portion	2	386.5		433.3		368.0		449.1		426.5		503.7

The ~~Company~~carrying ~~also~~amounts ~~has~~of acash ~~nonqualified~~and ~~pension~~cash ~~plan~~equivalents, ~~for~~checks ~~eligible~~outstanding ~~employees who participate~~ in ~~the~~excess ~~qualified~~of ~~pension~~cash ~~plan,~~balances ~~which~~and ~~provides~~notes apayable ~~"make-up" benefit due~~ to ~~the~~Questar ~~limits~~approximate onfair ~~compensation that can be taken into account in determining benefits under the qualified pension plan~~value. The ~~nonqualified~~fair ~~pension~~value ~~plan~~of isfixed-rate ~~unfunded.~~long-term ~~Claims~~debt ~~are paid from the Company general funds. The 2011 nonqualified pension plan expense~~ is ~~estimated~~based toon ~~be $0.8 million. Components of~~ the ~~qualified~~discounted ~~and~~present ~~nonqualified~~value ~~pension expense included in the determination~~ of ~~net~~cash ~~income~~flows ~~are~~using ~~listed~~Questar ~~below~~Gas's ~~and~~current ~~2010~~credit ~~amounts~~risk-adjusted ~~are~~borrowing ~~not recast for the Spinoff~~rates.

Questar ~~2011 Form 10-Q~~Pipeline

17The following table discloses the carrying amount, estimated fair value and level within the fair value hierarchy of certain financial instruments not disclosed in other notes to Questar Pipeline's financial statements in this Quarterly Report on Form 10-Q:

	3 Months Ended March 31,		12 Months Ended March 31,
	2011	2010	2011	2010
	(in millions)
Service cost	$2.2	$2.4	$9.1	$9.8
Interest cost	7.1	7.9	27.9	30.3
Expected return on plan assets	(6.3)	(6.4)	(24.3)	(25.3)
Prior service and other costs	0.3	0.3	1.1	1.2
Recognized net-actuarial loss	2.6	1.8	9.0	6.9
Curtailment charges	-	0.2	2.2	(0.1)
Special-termination benefits	-	-	-	2.0
Pension expense	$5.9	$6.2	$25.0	$24.8



Questar 2013 Form 10-Q	18

The Company currently estimates a $4.8 million expense for postretirement benefits other than pensions in 2011 before $0.8 million for accretion of a regulatory liability. Postretirement benefit expense components are listed below and 2010 amounts are not recast for the Spinoff:



	Hierarchy Level of Fair Value Estimates	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
		June 30, 2013				June 30, 2012				Dec. 31, 2012
		(in millions)
Financial assets
Cash and cash equivalents	1	$	5.7	$	5.7	$	0.3	$	0.3	$	7.1	$	7.1
Notes receivable from Questar	1	34.4		34.4		18.8		18.8		38.7		38.7
Financial liabilities
Long-term debt	2	458.9		508.1		459.0		535.9		458.9		536.6

	3 Months Ended March 31,		12 Months Ended March 31,
	2011	2010	2011	2010
	(in millions)
Service cost	$0.2	$0.2	$0.6	$0.7
Interest cost	1.1	1.2	4.3	4.6
Expected return on plan assets	(0.7)	(0.5)	(2.6)	(2.2)
Amortization of transition obligation	0.5	0.5	1.9	1.9
Amortization of losses	0.1	0.2	0.5	0.8
Curtailment charges	-	-	0.3	-
Accretion of regulatory liability	0.2	0.2	0.8	0.8
Postretirement benefits expense	$1.4	$1.8	$5.8	$6.6

The carrying amounts of cash and cash equivalents and notes receivable from Questar approximate fair value. The fair value of fixed-rate long-term debt is based on the discounted present value of cash flows using Questar Pipeline's current credit risk-adjusted borrowing rates.

Note 107 –- ~~Discontinued~~Derivative ~~Operations~~Instruments and Hedging Activities

~~QEP~~Questar ~~operations~~and ~~are~~its ~~reflected~~subsidiaries asmay ~~discontinued~~enter ~~operations~~into derivative instruments to manage exposure to changes in ~~this~~current ~~Quarterly~~and ~~Report~~future onmarket ~~Form~~interest 10rates. In order to mitigate its exposure to changes in the fair value of its fixed-Qrate corporate debt resulting from changes in benchmark interest rates, in the second quarter of 2011 Questar executed a fixed-to-floating interest rate swap transaction with a counterparty and ~~are~~converted ~~summarized~~$125.0 ~~below:~~million of its 2.75% fixed-rate long-term debt to floating-rate debt. The 2.75% rate was swapped for a London Interbank Offered Rate (LIBOR)-based floating rate. Questar terminated and settled this hedge transaction in March 2012, for a deferred gain of $7.2 million, which is being amortized to interest expense through the maturity of the notes in 2016. Prior to its termination, this swap was accounted for as a fair value hedge under the accounting standards for derivatives and hedging.

		3 Months Ended March 31,		12 Months Ended March 31,
		2011	2010	2011	2010
		(in millions, except per share amounts)
	Revenues	$-	$580.1	$529.7	$2,070.5
	Separation costs	-	-	14.0	-
	Operating income	-	142.9	127.6	573.3
	--
	Discontinued operations, net of income taxes	$-	$ 78.7	$ 69.5	$ 291.7
	Discontinued operations, noncontrolling interest	-	(0.6)	(0.7)	(2.7)
	Total discontinued operations, net of income taxes	$-	$ 78.1	$ 68.8	$ 289.0
Earnings Per Common Share Attributable To Questar
Basic from discontinued operations		$-	$ 0.45	$ 0.39	$ 1.67
Diluted from discontinued operations		-	0.44	0.39	1.64

Questar Pipeline entered into forward starting swaps totaling $150.0 million in the second and third quarters of 2011 in anticipation of issuing $180.0 million of notes in December 2011. Settlement of these swaps required payments of $37.3 million in the fourth quarter of 2011 because of declines in interest rates. These swaps qualified as cash flow hedges and the settlement payments are being amortized to interest expense over the 30-year life of the debt.

~~Questar~~The ~~2011~~following ~~Form~~table 10presents the pre-Qtax effects of the derivative instruments designated as a fair value hedge (including the hedged item) and cash flow hedges on the Consolidated Statements of Income as well as the pre-tax effects of the derivative instruments designated as cash flow hedges on OCI:



		3 Months Ended						6 Months Ended						12 Months Ended
	Financial Statement Location of Gain (Loss)	June 30,						June 30,						June 30,
Instrument and Activity		2013			2012			2013			2012			2013			2012
		(in millions)
Fair Value Hedge
Questar Corporation
Interest rate derivative instrument
Realized gain	Interest expense	$	—		$	—		$	—		$	—		$	—		$	5.9
2.75% Notes due 2016
Unrealized loss	Interest expense	—			—			—			—			—			(5.9		)

Cash Flow Hedges
Questar Pipeline
Interest rate derivative instruments
Deferrals of effective portions	OCI	—			—			—			—			—			(38.1		)
Losses reclassified from AOCI into earnings for effective portions	Interest expense	(0.1		)	(0.1		)	(0.3		)	(0.2		)	(0.5		)	(0.3		)

~~Note~~Questar 112013 –Form ~~Subsequent~~10-Q ~~Event – Interest Rate Swap Transaction~~ 19

InThere ~~April~~was ofno ~~2011,~~ineffectiveness ~~Questar~~recognized ~~executed~~on athe ~~fixed-to-floating~~fair ~~interest~~value ~~rate~~hedge ~~swap~~for ~~transaction~~the ~~with~~three, ~~JPMorgan~~six ~~Chase~~and ~~Bank~~12 months ended June 30, N2013 and 2012.A. There was no ineffectiveness recognized on the cash flow hedges for the three and ~~converted~~six ~~$125.0~~months ~~million~~ended ofJune 30, ~~its~~2013 ~~2.75%~~and ~~fixed~~2012 ~~rate~~and ~~long-term~~the ~~debt~~12 tomonths ~~floating~~ended ~~rate~~June 30, ~~debt~~2013. ~~The~~Ineffectiveness ~~2.75%~~recognized ~~fixed~~on ~~rate~~the cash flow hedges was ~~swapped~~de ~~for~~minimis ain ~~LIBOR-based~~the ~~floating~~12 ~~rate~~months ~~that~~ended June 30, 2012. Reclassifications into earnings of amounts reported in AOCI will continue while interest expense is ~~determined~~recorded atfor the ~~beginning~~hedged interest payments through maturity in 2041. Pre-tax net losses of ~~August~~$0.5 ~~and~~million ~~February~~are ~~each~~expected ~~year~~to ~~until~~be reclassified from AOCI to the ~~maturity~~Consolidated Statements of Income in the ~~notes~~next on12 ~~February~~months. 1As of June 30, ~~2016.~~2013, ~~This~~the ~~transaction~~Company ~~will~~was benot ~~reflected~~hedging ~~beginning~~any exposure to variability in ~~the~~future ~~second~~cash ~~quarter~~flows of ~~2011~~forecasted transactions. There were no derivative assets or liabilities outstanding at June 30, 2013, June 30, 2012 or December 31, 2012.

~~ITEM~~Note 2.8 ~~MANAGEMENT'S~~- ~~DISCUSSION~~Share-Based ~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~Compensation

~~The~~Questar ~~following~~may ~~information~~issue ~~updates~~stock ~~the~~options, ~~discussion~~restricted ofshares, ~~Questar's~~RSUs ~~financial~~and ~~condition~~performance ~~provided~~shares into ~~its~~certain ~~2010~~officers, ~~Form~~employees 10and non-Kemployee ~~and~~directors ~~analyzes~~under its LTSIP. Questar recognizes expense over time as the ~~changes~~stock inoptions, restricted shares, RSUs and performance shares vest. Total share-based compensation expense amounted to $8.3 million for the ~~results~~first half of ~~operations~~2013 ~~between~~compared ~~the~~to ~~three~~$5.2 ~~and~~million 12in ~~months~~2012. ~~ended~~Deferred ~~March~~share-based 31compensation, ~~2011,~~representing the unvested value of restricted share and ~~March~~RSU 31awards, ~~2010~~amounted to $8.5 million at June 30, 2013. For ~~definitions~~the offirst ~~commonly~~half, ~~used~~cash ~~terms~~flow ~~found~~from inincome ~~this~~tax ~~Quarterly~~benefits ~~Report~~in onexcess ~~Form~~of ~~10-Q,~~recognized ~~please~~compensation ~~refer~~expense amounted to ~~the~~$1.4 ~~"Glossary~~million ofin ~~Commonly~~2013 ~~Used~~compared ~~Terms"~~to ~~provided~~$3.9 million in ~~Questar's~~2012. ~~2010~~There ~~Form~~were ~~10-K~~5,573,044 shares available for future grants at June 30, 2013.

~~RESULTS~~Unvested OFstock ~~OPERATIONS~~options decreased by 29,398 shares to zero shares in the first half of 2013. No stock options were granted in the first half of 2013. Stock option transactions under the terms of the LTSIP are summarized below:

Following are comparisons of income (loss) from continuing operations by line of business:



	Options Outstanding		Exercise Price Range					Weighted-Average Exercise Price
Balance at December 31, 2012	770,923		$	4.37	-	$	17.35	$	11.35
Exercised	(50,750	)	4.37			4.37		4.37
Balance at June 30, 2013	720,173		$	7.84	-	$	17.35	$	11.84

	3 Months Ended March 31,			12 Months Ended March 31,
Options Outstanding											Options Exercisable
	2011	2010	Change	2011	2010	Change
Range of exerciseprices							Number outstanding at June 30, 2013	Weighted-average remaining term in years	Weighted-average exercise price		Number exercisable at June 30, 2013	Weighted-average exercise price
	(in millions, except per share amounts)
$	7.84		-	$	11.40		404,174	2.4	$	10.52	404,174	$	10.52
Wexpro	$22.3	$21.2	$1.1	$ 89.2	$ 83.1	$ 6.1
13.10			-	17.35			315,999	3.0	13.54		315,999	13.54
Questar Pipeline	15.3	17.2	(1.9)	65.5	60.7	4.8
							720,173	2.7	$	11.84	720,173	$	11.84
Questar Gas	33.4	33.1	0.3	44.2	42.9	1.3
Corporate	(1.1)	0.7	(1.8)	(8.9)	0.7	(9.6)
Income from continuing operations	$69.9	$72.2	($2.3)	$190.0	$187.4	$ 2.6
Earnings from continuing operations per diluted share	$0.39	$0.41	($0.02)	$ 1.06	$ 1.06	$ -
Average diluted shares	178.5	177.2	1.3	178.5	176.6	1.9

~~WEXPRO~~Restricted share grants typically vest in equal installments over a three- or four-year period from the grant date. Several grants vest in a single installment after a specified period. The weighted-average remaining vesting period of unvested restricted shares at June 30, 2013, was 12 months. Transactions involving restricted shares under the terms of the LTSIP are summarized below:

Wexpro reported income of $22.3 million in the first quarter of 2011 compared to $21.2 million in the first quarter of 2010, a 5% increase. For the 12 months ended March 31, 2011, Wexpro earned $89.2 million compared to $83.1 million for the year-earlier period. Following is a summary of Wexpro financial and operating results:



	Restricted Shares Outstanding		Price Range					Weighted-Average Price
Balance at December 31, 2012	810,342		$	13.10	-	$	20.90	$	17.74
Granted	658		21.53			21.53		21.53
Vested	(338,750	)	13.10		-	19.39		17.54
Balance at June 30, 2013	472,250		$	13.10	-	$	21.53	$	17.89

	3 Months Ended March 31,			12 Months Ended March 31,
	2011	2010	Change	2011	2010	Change
	(in millions)
Operating Income
Revenues
Operator service fee	$61.1	$60.5	$0.6	$240.1	$225.7	$14.4
Oil and NGL sales	7.6	6.2	1.4	26.5	21.2	5.3
Other	-	-	-	0.2	0.8	(0.6)
Total Revenues	68.7	66.7	2.0	266.8	247.7	19.1
Operating expenses
Operating and maintenance	5.4	5.0	0.4	20.6	18.8	1.8
General and administrative	6.2	4.8	1.4	21.9	17.5	4.4
Depreciation, depletion and amortization	16.1	15.9	0.2	62.3	59.7	2.6
Production and other taxes	5.7	7.8	(2.1)	24.7	21.5	3.2
Oil income sharing	0.8	0.3	0.5	1.6	1.3	0.3
Total Operating Expenses	34.2	33.8	0.4	131.1	118.8	12.3
Net (loss) from asset sales	-	(0.1)	0.1	(0.3)	(0.4)	0.1
Operating Income	$34.5	$32.8	$1.7	$135.4	$128.5	$ 6.9

Starting in the first quarter of 2013, Questar granted RSUs to certain officers, employees and non-employee directors under its LTSIP. One share of Questar common stock will be distributed for each RSU at the time of vesting. RSU grants typically vest in equal installments over a three-year period from the grant date. Several grants vest in a single installment after a specified period. The weighted-average remaining vesting period of unvested RSUs at June 30, 2013, was 20 months.

Questar ~~2011~~2013 Form 10-Q 20

19Transactions involving RSUs under the terms of the LTSIP are summarized below:

Operating Statistics
	RSUsOutstanding			Price Range						Weighted-Average Price
Production volumes
Granted	322,026			$	23.09		-	$	25.44	$	23.63
Natural gas (Bcf)	12.7	13.0	(0.3)	49.9	48.0	1.9
Vested	(4,234	)		23.62				23.62		23.62
Oil and NGL (MMbbl)	0.1	0.1	-	0.4	0.4	-
Balance at June 30, 2013	317,792			$	23.09		-	$	25.44	$	23.63
Oil and NGL average sales price (per bbl)	$81.34	$64.46	$16.88	$69.69	$56.57	$13.12
Investment base at March 31 (in millions)	$445.3	$427.8	$17.5

~~Revenues~~Grants of RSUs with deferred share distributions (deferred RSUs) typically vest in equal installments over a three-year period from the grant date. At June 30, 2013, Questar's outstanding deferred RSUs totaled 72,482 with a weighted-average price of $15.62 per share. The deferred RSUs were fully vested as of July 1, 2013. One share of Questar common stock will be distributed for each vested deferred RSU (including accrued reinvested dividend equivalents) at the time of the grantee's separation from service.

~~Wexpro~~Questar ~~earned~~grants aperformance ~~20.3%~~shares ~~after-tax~~to ~~return~~certain onCompany ~~its~~executive ~~average~~officers ~~investment~~under ~~base~~the ~~for~~terms of the 12LTSIP. ~~months~~The ~~ended~~awards ~~March~~are ~~31,~~designed ~~2011.~~to ~~Wexpro~~motivate ~~2011~~and ~~operating~~reward ~~results~~these ~~benefited~~executives ~~from~~for along-term ~~higher~~Company ~~average~~performance ~~investment~~and ~~base~~provide ~~compared~~an toincentive ~~the~~for ~~prior-year~~them ~~period.~~to ~~Pursuant~~remain towith the ~~terms~~Company. ofThe atarget ~~longstanding~~number ~~agreement~~of ~~referred~~performance toshares asfor ~~the~~each ~~Wexpro~~executive ~~Agreement,~~officer ~~Wexpro~~is ~~recovers~~subject ~~its~~to ~~costs~~adjustment ~~and~~upward ~~receives~~or andownward ~~after-tax~~based ~~return~~ on ~~its~~the ~~investment~~Company's ~~base.~~performance ~~Wexpro’s~~relative ~~investment~~to ~~base~~a ~~includes~~specified ~~its~~peer ~~costs~~group of ~~commercial~~companies ~~wells~~over ~~and~~a ~~related~~three-year ~~facilities~~performance ~~adjusted~~period ~~for~~with ~~working~~respect ~~capital~~to ~~and~~defined ~~reduced~~performance ~~for~~criteria. ~~deferred~~Each ~~income~~three-year ~~taxes~~performance ~~and~~period ~~accumulated~~commences ~~depreciation.~~at ~~The~~the ~~investment~~beginning ~~base~~of ~~grew~~the inyear ~~the~~of 12grant. ~~months~~The ~~ended~~actual ~~March~~performance ~~31,~~shares ~~2011~~awarded, ~~but~~if ~~the~~any, ~~increase~~are ~~due~~distributed toin ~~investment~~the inquarter ~~commercial~~following ~~wells~~the ~~was~~conclusion ~~partially~~of ~~offset~~the byperformance ~~increased~~period ~~deferred~~so ~~taxes~~long ~~due~~as tosuch ~~bonus~~executive ~~depreciation~~officer ~~allowed~~was ~~for~~employed ~~income~~by ~~tax~~the ~~purposes.~~Company ~~Following~~or isits aaffiliates ~~summary~~as of ~~changes~~the inlast ~~the~~day ~~Wexpro~~of ~~investment~~the ~~base:~~performance period.

	12 Months Ended March 31,
	2011	2010
	(in millions)
Beginning investment base	$427.8	$400.1
Successful development wells	97.3	106.5
Depreciation, depletion and amortization	(58.2)	(55.0)
Deferred income taxes	(21.6)	(23.8)
Ending investment base	$445.3	$427.8

Half of any award will be distributed in shares of Questar common stock and half in cash. The Monte Carlo simulation method was used to estimate the grant-date fair value of the performance share awards. The liability associated with awards to be settled in cash is adjusted to its estimated fair value through earnings on a quarterly basis. Equity- and liability-based performance share compensation expense amounted to $3.9 million in the first half of 2013 and $1.0 million in the first half of 2012. The weighted-average remaining vesting period of unvested performance shares at June 30, 2013, was 18 months. Performance share transactions under the terms of the LTSIP are summarized below:

Wexpro produced 12.7 Bcf of cost-of-service natural gas for Questar Gas during the first quarter of 2011, down 2% from the first quarter of 2010. The decrease in the quarter was due to delays in the completion of wells. Wexpro produced 49.9 Bcf of cost of service gas in the 12 months ended March 31, 2011, compared to 48.0 Bcf for the 12 months ended March 31, 2010. On an annual basis, Wexpro natural gas production provides about half of Questar Gas's supply requirements.



	Target Number of Performance Shares Outstanding	Grant-Date Fair Value Range					Weighted- Average Grant-Date Fair Value
Balance at December 31, 2012	264,867	$	18.23	-	$	25.42	$	21.94
Granted	126,606	39.62			39.62		39.62
Balance at June 30, 2013	391,473	$	18.23	-	$	39.62	$	27.66

~~Revenues~~Note ~~from~~9 ~~oil and NGL sales increased 23% in the first quarter of 2011 over the first quarter of 2010 and were up 25% in the 12 months ended March 31, 2011 over the year~~-~~earlier~~ ~~period.~~Operations ~~The increases were due to higher sales prices. The increase in revenues was largely offset~~ by ~~higher~~Line ~~oil-related~~of ~~expenses and production taxes.~~Business

~~Expenses~~Questar's three principal complementary lines of business include Questar Gas, which provides retail natural gas distribution in Utah, Wyoming and Idaho; Wexpro, which develops and produces natural gas from cost-of-service reserves for Questar Gas customers; and Questar Pipeline, which operates interstate natural gas pipelines and storage facilities. Line-of-business information is presented according to senior management's basis for evaluating performance and considering differences in the nature of products, services and regulation, among other factors.

~~Operating~~Questar ~~and~~2013 ~~maintenance~~Form ~~expenses were up 8% in the first quarter of 2011 and up~~ 10~~% in 12~~-~~month~~Q period ended March 31, 2011 compared to prior year periods due to increased spending on repairs and maintenance. Lease operating expense per Mcfe was $0.40 in the first quarter of 2011 compared to $0.37 in the first quarter of 2010. General and administrative expenses were higher in the three- and 12-month periods ended March 31, 2011, compared to prior year periods. These increases are due to higher employee and share-based compensation expenses and higher allocation of corporate costs following the Spinoff of QEP Resources. Production and other taxes were lower in the first quarter of 2011 compared to the first quarter of 2010 and higher in the 12 months ended March 31, 2011 compared to the 2010 period due to changes in the value of natural gas, oil and NGL production.21

~~Depreciation,~~Following ~~depletion~~is ~~and~~a ~~amortization~~summary ~~expense increased 1% in the first quarter~~ of ~~2011~~operations ~~over~~by ~~the~~line ~~first quarter~~ of ~~2010 and increased 4% in the 12 months ended March 31, 2011, over the 12 months ended March 31, 2010, due to increased investment in natural gas wells and facilities.~~business:

QUESTAR PIPELINE



	3 Months Ended						6 Months Ended						12 Months Ended
	June 30,						June 30,						June 30,
	2013			2012			2013			2012			2013			2012
	(in millions)
Revenues from Unaffiliated Customers
Questar Gas	$	140.1		$	130.2		$	558.4		$	496.2		$	921.9		$	883.8
Wexpro	8.5			8.1			18.8			17.3			37.6			32.6
Questar Pipeline	47.0			50.1			95.3			100.6			197.8			199.2
Total	$	195.6		$	188.4		$	672.5		$	614.1		$	1,157.3		$	1,115.6

Revenues from Affiliated Companies
Questar Gas	$	0.1		$	1.0		$	0.4		$	1.8		$	1.1		$	3.3
Wexpro	74.3			69.6			147.1			135.3			285.9			266.9
Questar Pipeline	17.7			18.3			37.2			36.8			74.8			73.9
Total	$	92.1		$	88.9		$	184.7		$	173.9		$	361.8		$	344.1

Operating Income (Loss)
Questar Gas	$	2.2		$	1.5		$	66.5		$	63.3		$	96.1		$	92.9
Wexpro	41.4			39.7			81.2			76.9			162.4			152.0
Questar Pipeline	28.1			30.8			58.3			62.6			119.7			127.5
Corporate and other	(0.5		)	0.6			(3.4		)	0.7			(3.4		)	1.5
Total	$	71.2		$	72.6		$	202.6		$	203.5		$	374.8		$	373.9

Net Income (Loss)
Questar Gas	$	(1.2	)	$	(2.3	)	$	35.8		$	32.6		$	50.3		$	44.9
Wexpro	28.4			25.8			54.7			50.1			108.5			99.3
Questar Pipeline	14.5			16.1			30.3			32.7			62.3			68.7
Corporate and other	(2.3		)	(0.4		)	(8.5		)	(1.0		)	(11.2		)	(0.8		)
Total	$	39.4		$	39.2		$	112.3		$	114.4		$	209.9		$	212.1

~~Questar~~Note ~~Pipeline~~10 ~~reported~~- ~~first~~Employee quarter 2011 income of $15.3 million compared with $17.2 million in 2010, an 11% decrease. Questar Pipeline earned $65.5 million in the 12 months ended March 31, 2011, compared to $60.7 million in the 12 months ended March 31, 2010. Following is a summary of Questar Pipeline financial and operating results:Benefits

~~Questar~~The ~~2011~~Company ~~Form~~has ~~10-Q~~a noncontributory defined benefit pension plan and a life insurance plan covering a majority of its employees and a postretirement medical plan providing coverage to less than half of its employees. Employees hired or rehired after June 30, 2010 are not eligible for the noncontributory defined benefit pension plan and employees hired or rehired after December 31, 1996, are not eligible for the postretirement medical plan and are not eligible to receive basic life insurance once they retire.

20Questar is subject t

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