UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2012
| 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 |
333 South State Street, P.O. Box 45433, Salt Lake City, Utah 84145-0433
(Address of principal executive offices)
Registrants' telephone number, including area code (801) 324-5900
Web site http://www.questar.com
Securities registered pursuant to Section 12(b) of the Act:
| Questar Corporation | Common stock without par value, listed on the New York Stock Exchange |
| Questar Gas Company | None |
| Questar Pipeline Company | None |
Securities registered pursuant to Section 12(g) of the Act:
| Questar Corporation | None |
| Questar Gas Company | None |
| Questar Pipeline Company | None |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
| Questar Corporation | Yes [X] No [ ] |
| Questar Gas Company | Yes [ ] No [X] |
| Questar Pipeline Company | Yes [ ] No [X] |
Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Questar Corporation | Yes [X] No [ ] |
| Questar Gas Company | Yes [X] No [ ] |
| Questar Pipeline Company | Yes [X] No [ ] |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
| Questar Corporation | Yes [X] No [ ] |
| Questar Gas Company | Yes [X] No [ ] |
| Questar Pipeline Company | Yes [X] No [ ] |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
| Questar Corporation | [ ] |
| Questar Gas Company | [ ] |
| Questar Pipeline Company | [ ] |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Do not check non-accelerated filer if a smaller reporting company (Check one).
| Questar Corporation | Large accelerated filer [X] | Accelerated filer [ ] | Non-accelerated filer [ ] | Smaller reporting company [ ] |
| Questar Gas Company | Large accelerated filer [ ] | Accelerated filer [ ] | Non-accelerated filer [X] | Smaller reporting company [ ] |
| Questar Pipeline 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 Gas Company | Yes [ ] No [X] |
| Questar Pipeline Company | Yes [ ] No [X] |
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter (June 30, 2012). The aggregate market value was calculated by excluding all shares held by directors and executive officers of the registrant and three nonprofit foundations established by the registrant without conceding that all such persons are affiliates for purposes of federal securities laws.
| Questar Corporation | $3.7 billion |
| Questar Gas Company | None |
| Questar Pipeline Company | None |
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Indicate the number of shares outstanding of each of the issuers' classes of common stock, as of January 31, 2013.
| Questar Corporation | without par value | 175,097,361 |
| Questar Gas Company | $2.50 per share par value | 9,189,626 |
| Questar Pipeline Company | $1.00 per share par value | 6,550,843 |
Documents Incorporated by Reference:
Portions of Questar Corporation's definitive Proxy Statement (the "Proxy Statement"), to be filed in connection with its May 10, 2013, Annual Meeting of Shareholders, are incorporated by reference into Part III of this Annual Report.
Questar Gas Company and Questar Pipeline Company, as wholly-owned subsidiaries of a reporting company, meet the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and are therefore filing this form with the reduced disclosure format.
QUESTAR CORPORATION
QUESTAR PIPELINE COMPANY
QUESTAR GAS COMPANY
FORM 10-K/A
Amendment No. 1
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012
Explanatory Note
This Amendment No. 1 on Form 10-K/A (the “Amendment”) to the Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed by Questar Corporation, Questar Gas Company and Questar Pipeline Company, with the United States Securities and Exchange Commission on February 22, 2013 (the “Annual Report”), is filed for the sole purpose of including Exhibit 23.1, 23.3 and 23.4, the auditor's consents, with conformed signatures. The conformed signatures were inadvertently omitted from these exhibits in the previously filed Annual Report.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new signatures of our principal executive officers and principal financial officer are being included in this Amendment.
Other than the inclusion of Exhibits 23.1, 23.3 and 23.4 with conformed signatures, there are no changes to the information contained in the Annual Report and this Amendment does not reflect events occurring after the Annual Report, or modify or update the disclosures therein in any way.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
| Exhibit No. | Description |
| EXHIBIT 23 - CONSENTS OF EXPERTS AND COUNSEL | |
| Questar Corporation | |
| 23.1 | Consent of Independent Registered Public Accounting Firm. |
| Questar Gas Company | |
| 23.3 | Consent of Independent Registered Public Accounting Firm. |
| Questar Pipeline Company | |
| 23.4 | Consent of Independent Registered Public Accounting Firm. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized, on the 23rd day of September, 2013.
QUESTAR CORPORATION QUESTAR GAS COMPANY QUESTAR PIPELINE COMPANY (Registrants) | |
| By: | /s/Ronald W. Jibson |
Ronald W. Jibson, Chairman, President and Chief Executive Officer (Principal Executive Officer) Questar and Questar Gas Chairman of the Board, Questar Pipeline | |
| By: | /s/R. Allan Bradley |
R. Allan Bradley President, Chief Executive Officer and Director (Principal Executive Officer) Questar Pipeline | |
| By: | /s/Kevin W. Hadlock |
Kevin W. Hadlock Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Questar, Questar Gas and Questar Pipeline Director, Questar Gas and Questar Pipeline | |
| By: | /s/Craig C. Wagstaff |
Craig C. Wagstaff Director, Questar Gas | |
EXHIBIT INDEX
| Exhibit No. | Description |
| EXHIBIT 23 - CONSENTS OF EXPERTS AND COUNSEL | |
| Questar Corporation | |
| 23.1 | Consent of Independent Registered Public Accounting Firm. |
| Questar Gas Company | |
| 23.3 | Consent of Independent Registered Public Accounting Firm. |
| Questar Pipeline Company | |
| 23.4 | Consent of Independent Registered Public Accounting Firm. |
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