SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1994 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____ Commission File No. 1-8796 QUESTAR CORPORATION (Exact name of registrant as specified in its charter) STATE OF UTAH 87-0407509 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) P.O. Box 45433, 180 East First South, Salt Lake City, Utah 84145-0433 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (801) 534-5000 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. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding as of October 31, 1994 Common Stock, without par value 40,370,195 shares QUESTAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) 3 Months Ended 9 Months Ended 12 Months Ended September 30, September 30, September 30, 1994 1993 1994 1993 1994 1993 (In Thousands, Except Per Share Amounts) REVENUES $112,193 $100,240 $470,899 $477,433 $653,896 $652,319 OPERATING EXPENSES Natural gas purchases 15,339 14,759 139,576 159,682 204,394 217,359 Operating and maintenance 45,972 42,038 131,610 126,730 173,715 167,175 Depreciation and amortization 23,531 21,209 69,655 62,265 94,148 83,206 Other taxes 9,656 7,521 30,656 24,277 38,422 30,412 TOTAL OPERATING EXPENSES 94,498 85,527 371,497 372,954 510,679 498,152 OPERATING INCOME 17,695 14,713 99,402 104,479 143,217 154,167 INTEREST AND OTHER INCOME 1,037 1,420 4,040 3,118 4,554 4,874 DEBT EXPENSE (9,869) (8,304) (28,229) (25,285) (36,928) (35,365) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 8,863 7,829 75,213 82,312 110,843 123,676 INCOME TAXES (CREDITS) (170) 859 21,159 23,292 31,345 35,217 INCOME FROM CONTINUING OPERATIONS 9,033 6,970 54,054 59,020 79,498 88,459 DISCONTINUED OPERATIONS Gain from sale 38,126 38,126 38,126 Loss from operations (1,110) (2,772) (3,272) NET INCOME $47,159 $5,860 $92,180 $56,248 $117,624 $85,187 EARNINGS PER COMMON SHARE Income from continuing operation $0.22 $0.17 $1.33 $1.46 $1.97 $2.20 Gain from sale of discontinued o 0.95 0.95 0.95 Loss from discontinued operation (0.03) (0.07) (0.08) Net income $1.17 $0.14 $2.28 $1.39 $2.92 $2.12 Dividends per common share $0.285 $0.275 $0.845 $0.815 $1.12 $1.08 Average common shares outstanding 40,328 40,052 40,263 39,951 40,226 39,829 QUESTAR CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) September 30, December 31, 1994 1993 1993 (In Thousands) ASSETS Current assets Cash and short-term investments $3,213 $6,365 Accounts receivable $85,565 72,325 138,866 Federal income taxes receivable 6,647 Inventories 33,171 29,224 29,928 Other current assets 12,101 14,399 11,384 Total current assets 137,484 119,161 186,543 Property, plant and equipment 2,218,843 1,955,629 2,024,394 Less allowances for depreciation and amortization 939,725 855,651 871,734 Net property, plant and equipment 1,279,118 1,099,978 1,152,660 Securities available-for-resale, approximates fair value 81,879 Investment in discontinued operations 29,498 29,498 Other assets 49,940 43,198 48,986 $1,548,421 $1,291,835 $1,417,687 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Checks outstanding in excess of cash balances $6,540 Short-term loans 88,900 $44,000 $78,300 Accounts payable and accrued expenses 108,780 82,189 119,064 Purchased-gas adjustments 6,262 25,592 25,727 Total current liabilities 210,482 151,781 223,091 Long-term debt 439,680 362,482 371,713 Other liabilities and deferred credits 50,499 13,100 45,632 Deferred income taxes and investment tax credits 184,202 170,827 167,784 Redeemable cumulative preferred stock 7,524 8,725 7,525 Common shareholders' equity Common stock 308,901 301,825 303,503 Retained earnings 417,724 345,246 359,637 Treasury stock, at cost (34,171) (34,553) (34,396) Note receivable from ESOP (25,650) (27,598) (26,802) Unrealized loss on securities, net of income taxes (10,770) Total common shareholders' equity 656,034 584,920 601,942 $1,548,421 $1,291,835 $1,417,687 QUESTAR CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) 9 Months Ended September 30, 1994 1993 (In Thousands) OPERATING ACTIVITIES Net income $92,180 $56,248 Depreciation and amortization 72,940 65,561 Deferred income taxes and investment tax credits 5,887 3,583 Gain from sale of discontinued operations (38,126) Loss from discontinued operations 2,772 132,881 128,164 Change in operating assets and liabilities 14,033 20,867 NET CASH PROVIDED FROM OPERATING ACTIVITIES 146,914 149,031 INVESTING ACTIVITIES Capital expenditures Purchase of property, plant and equipment (213,963) (83,024) Investment in discontinued operations (8,080) (5,300) Other investments (830) (264) Total capital expenditures (222,873) (88,588) Proceeds from disposition of property, plant and equipment 11,806 5,033 CASH USED IN INVESTING ACTIVITIES (211,067) (83,555) FINANCING ACTIVITIES Issuance of common stock 5,967 8,661 Purchase of treasury stock (344) (1,928) Redemption of preferred stock (1) (1) Issuance of long-term debt 93,000 118,000 Repayment of long-term debt (25,033) (136,112) Increase (decrease) in short-term loans 10,600 (26,000) Checks outstanding in excess of cash balances 6,540 Payment of dividends (34,485) (33,115) Other 1,544 1,244 CASH PROVIDED FROM (USED IN) FINANCING ACTIVITIES 57,788 (69,251) DECREASE IN CASH AND SHORT-TERM INVESTMENTS ($6,365) ($3,775) The sale of Questar Telecom to Nextel Communications in exchange for shares of Nextel was a noncash transaction excluded from the Statement of Cash Flows. QUESTAR CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) September 30, 1994 Note A - Basis of Presentation The interim financial statements furnished reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. All such adjustments are of a normal recurring nature. Due to the seasonal nature of the business, the results of operations for the three- and nine-month periods ended September 30, 1994, are not necessarily indicative of the results that may be expected for the year ending December 31, 1994. For further information refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1993. Note B - Discontinued Operations In October 1993, Questar reached an agreement with Nextel Communications to sell Questar's entire interest in Questar Telecom for 3,875,950 shares of Nextel common stock. This sale was completed August 4, 1994, and resulted in a pretax gain of $61,743,000 ($38,126,000 after-tax). Since Telecom represented all of Questar's specialized mobile radio operations, these operations were disclosed as discontinued on Questar's financial statements. Prior financial statements were reclassified to present the discontinued operations as a single line on both the income statement and balance sheet. Losses subsequent to September 1993 were deferred until the sale was recorded. The closing price of Nextel's common stock on August 4, 1994, was $25.625 per share. The Company's investment in Nextel Communications has subsequently been adjusted to reflect a $21.125 per share closing price on September 30, 1994, which resulted in recording an unrealized loss in market value of $10,770,000, net of income tax benefits. Note C - Acquisitions of Oil and Gas Properties The Company completed three acquisitions in 1994 adding oil and natural gas reserves, related equipment and facilities, and liquids extraction plants for a total cost of $113,000,000. The acquisitions increased natural gas and oil reserves by 119 billion cubic feet equivalent (Bcfe) for a cost of $100,400,000 or $.84 per Mcfe. These acquisitions were primarily funded with proceeds from an expansion of an existing production-based credit facility. Note D - Accounting for Postemployment Benefits Effective January 1, 1994, the Company recorded a liability for postemployment disability and health care benefits in compliance with the Statement of Financial Accounting Standards No. 112. The effect on net income was not significant since the majority of the $3,268,000 liability was offset with a regulatory asset because both Questar Pipeline and Mountain Fuel expect to include these costs in future rates. Note E - Financing During the second quarter of 1994, Mountain Fuel issued $17,000,000 of 30-year notes at an 8.12% interest rate. Mountain Fuel used proceeds from these notes for capital expenditures and operations. In August 1994, the exploration and production (E&P) group expanded its production-based credit facility from $65,000,000 to $135,000,000. The proceeds of this revolving loan were used to repay a bridge loan used to finance the E&P group's 1994 property acquisitions and also provide financing for future capital expenditures. QUESTAR CORPORATION AND SUBSIDIARIES MANAGEMENT'S ANALYSIS September 30, 1994 Exploration and Production Operations -- Celsius Energy, Universal Resources and Wexpro (E&P group) conduct the Company's exploration and production operations. Following is a summary of financial results and operating information. 3 Months Ended 9 Months Ended 12 Months Ended September 30, September 30, September 30, 1994 1993 1994 1993 1994 1993 (Dollars in Thousands) FINANCIAL RESULTS Revenues From unaffiliated customers $59,207 $50,476 $197,622 $159,567 $255,724 $211,883 From affiliates 20,362 13,721 58,708 39,635 77,851 59,092 Total revenues $79,569 $64,197 $256,330 $199,202 $333,575 $270,975 Operating income $14,115 $12,253 $45,283 $35,901 $58,769 $52,692 Net income 9,688 8,928 31,134 26,198 41,261 36,898 OPERATING STATISTICS Production volumes - Natural gas (in million cubic feet) 10,113 8,284 28,413 23,866 36,846 31,748 Oil and natural gas liquids (in thousands of barrels) 629 527 1,779 1,459 2,295 2,056 Production revenue Natural gas (per thousand cubic feet) $1.68 $1.80 $1.88 $1.84 $1.88 $1.83 Oil and natural gas liquids (per barrel) $15.79 $16.16 $14.53 $17.45 $14.52 $17.92 Gas marketing volumes (in thousands of decatherms) 21,141 15,765 65,939 48,006 83,076 57,260 Natural gas reserve acquisitions and colder weather in the eastern United States led to increased natural gas production in the 3-, 9-, and 12-month periods ended September 30, 1994 compared with the corresponding 1993 periods. The Company completed three acquisitions in 1994 with a total cost of $113,000,000, adding 119 Bcfe of natural gas and oil reserves, related equipment and facilities, and liquids extraction plants. These properties produced about 6.1 Bcf of natural gas and 304,000 barrels of oil and natural gas liquids in the first nine months of 1994. Colder weather in the eastern United States caused increased demand from the mid-continent producing area. The E&P group received revenue of $1.88 per Mcf of gas production in the first nine months of 1994 compared with $1.84 for the same period of 1993. While the price of natural gas increased in the first half of 1994 because of strong demand for gas throughout the eastern United States, prices fell dramatically in the third quarter. Early in 1994, the E&P group pre-sold part of its production at prices above current market levels, which helped retain an average price of $1.68 per Mcf during the third quarter of 1994. About 85% of Rocky Mountain gas production was under contract through September 1994 at an average price of $1.95 per Mcf. Oil and natural gas liquids production was higher in the periods ended September 30, 1994 due primarily to the previously mentioned acquisitions of reserves and liquids extraction plants, and completion of two liquids extraction plants that were not on line for part of 1993. The increased production largely offsets lower oil and natural gas liquid prices. Prices averaged 17% lower in the first nine months of 1994 when compared with the same period in the prior year. Gas marketing volumes increased 37% in the first nine months of 1994 over the first nine months of 1993 because marketing activities were expanded to include the mid-western section of the United States. The E&P group recognized $4,214,000 of tight sands income tax credits in the first nine months of 1994, up from $3,940,000 for the same period of 1993. The E&P group enters into swaps, futures contracts or option agreements to hedge its exposure to price fluctuations in connection with marketing of its own production of natural gas and oil, and to secure a known margin for the purchase and resale of gas in the E&P group's marketing activities. The E&P group feels that there is a high degree of correlation of such contracts because timing of production and the hedge contracts are closely matched, and hedge prices are established in the areas of the E&P group's operations. Recognized gains and losses on hedge transactions are matched and reported during the same time period as the related physical transactions. The E&P group's hedging transactions do not have a material effect on its operating results or financial position. Natural Gas Transmission Operations -- Questar Pipeline conducts the Company's natural gas transmission, gathering and storage operations. Following is a summary of financial results and operating information. 3 Months Ended 9 Months Ended 12 Months Ended September 30, September 30, September 30, 1994 1993 1994 1993 1994 1993 (Dollars in Thousands) FINANCIAL RESULTS Revenues From unaffiliated customers $12,251 $9,221 $30,452 $29,067 $42,739 $45,043 From affiliates 15,697 20,096 54,665 113,450 71,489 164,849 Total revenues $27,948 $29,317 $85,117 $142,517 $114,228 $209,892 Operating income $12,729 $10,341 $38,276 $35,457 $52,070 $51,170 Net income 6,097 4,459 18,474 16,619 25,130 24,780 OPERATING STATISTICS Natural gas volumes (in thousands of decatherms) Transportation For Mountain Fuel 10,369 10,557 62,433 33,594 93,900 47,105 For other customers 49,287 37,538 119,219 117,945 150,462 163,685 Total transportation 59,656 48,095 181,652 151,539 244,362 210,790 Sales for resale to 24,337 39,235 Mountain Fuel Total system throughput 59,656 48,095 181,652 175,876 244,362 250,025 Gathering For Mountain Fuel 3,514 5,329 19,716 32,599 31,549 50,643 For other customers 13,577 14,260 42,484 33,659 57,161 42,860 Total gathering 17,091 19,589 62,200 66,258 88,710 93,503 Natural gas revenues (per decatherm) Transportation $0.28 $0.26 $0.26 $0.24 $0.25 $0.22 Sales for resale 3.36 3.24 Gathering 0.28 0.22 0.28 0.22 0.26 0.22 Questar Pipeline began operating under Federal Energy Regulatory Commission (FERC) Order 636 effective September 1, 1993. As of that date Questar Pipeline unbundled its transportation, gathering and storage services and eliminated its sales-for-resale function. Under the Order 636 operating environment, firm-transportation volumes do not have a significant impact on current operating results since 96% of the cost of service is recovered in the reservation component of rates equally each month using the straight fixed-variable rate design. As a result of Order 636, no sales-for-resales revenues were collected during the 9- and 12- month periods of 1994. Substantially all of Questar Pipeline's transportation capacity has been reserved by firm-transportation customers. Roughly 98% of firm-transportation contracts have remaining terms of at least five years. Mountain Fuel has reserved transportation capacity from Questar Pipeline of approximately 800,000 decatherms per day, or about 85% of total reserved daily transportation capacity. Transportation for other customers was higher in the 3- and 9-month periods of 1994 reflecting transportation of volumes under capacity release arrangements. In April 1994, the FERC approved a gathering agreement between Questar Pipeline and Mountain Fuel retroactive to September 1, 1993, which allocates 60% of gathering costs to the reservation component of rates and 40% to the usage component. Gathering revenues were increased $1,335,000 in the second quarter of 1994, to retroactively reflect the FERC approved gathering agreement. Gathering for Mountain Fuel represented 73% of the revenues from gathering gas in the first nine months of 1994. Questar Pipeline expanded firm storage service at Clay Basin from 31 to 41.8 Bcf working gas capacity in mid-May 1994, which added quarterly revenues of about $1,500,000. After additional investment in cushion gas, storage capacity will be increased to 46.3 Bcf by the 1995-96 heating season. Natural Gas Distribution -- Mountain Fuel conducts the Company's natural gas distribution operations. Following is a summary of financial results and operating information. 3 Months Ended 9 Months Ended 12 Months Ended September 30, September 30, September 30, 1994 1993 1994 1993 1994 1993 (Dollars in Thousands) FINANCIAL RESULTS Revenues From unaffiliated customers $38,594 $40,284 $240,294 $288,042 $352,477 $394,440 From affiliates 1,272 156 3,472 1,458 4,180 3,475 Total revenues $39,866 $40,440 $243,766 $289,500 $356,657 $397,915 Operating income (loss) ($9,890) ($8,940) $12,891 $30,234 $29,166 $47,773 Net income (loss) (5,748) (6,886) 5,501 15,729 14,841 27,010 OPERATING STATISTICS Natural gas volumes (in thousands of decatherms) Residential and commercial sales 5,969 6,478 45,875 56,913 68,331 77,588 Industrial sales 1,743 1,320 5,652 4,422 7,744 6,055 Transportation for industrial customers 12,031 10,132 35,322 38,970 49,457 53,499 Total deliveries 19,743 17,930 86,849 100,305 125,532 137,142 Natural gas revenue (per decatherm) Residential and commercial $4.92 $4.96 $4.59 $4.57 $4.55 $4.59 Industrial sales 2.56 3.00 2.85 3.45 2.91 3.44 Transportation for industrial customers 0.12 0.11 0.12 0.11 0.12 0.11 Heating degree days Actual 24 90 2,854 4,207 4,720 6,078 Normal 110 62 3,594 4,065 5,332 5,803 Actual as a percentage of normal 22% 145% 79% 103% 89% 105% Customer count at end of period 558,734 537,174 Natural gas volumes sold to residential and commercial customers decreased in the 3-, 9- and 12-month periods of 1994 as a result of unseasonably warm weather and a change in the method of recording revenues from the retail sale of natural gas. These two factors were also largely responsible for the significantly lower earnings reported in the first nine months of 1994. Temperatures in the first nine months of 1994 were 21% warmer than normal compared with 3% colder than normal weather in the same period of 1993. The effects of warmer weather and the change in recording revenues was partially offset by a 4.0% increase in the number of customers. Mountain Fuel's allowed return on equity for Utah operations was reduced from 12.1% to 11% effective January 1, 1994, by the Public Service Commission of Utah (PSCU) in a general rate case order. Also as a result of actions taken by the PSCU, the Company changed the way that revenues for residential and commercial customers are recorded from an "as-billed" to an "as-delivered" basis. This had the effect of shifting approximately $5 million of net income from the first half of 1994 to the fourth quarter. The PSCU has not issued an order with respect to the issues raised by Mountain Fuel on rehearing of the 11% rate of return and the proper handling of unbilled revenues for ratemaking purposes. Volumes delivered to industrial customers decreased 6% in the first nine months of 1994 compared with the same period of 1993. Natural gas usage by several major metal and chemical customers was lower during 1994. Tight sands income tax credits amounted to $4,224,000 in 1994 compared with $4,411,000 in 1993. Credits attributable to prior years' production totaled $1,742,000 in 1994 and $1,117,000 in 1993. Discontinued Operations - In October 1993, Questar reached an agreement with Nextel Communications to sell Questar's entire interest in Questar Telecom for 3,875,950 shares of Nextel common stock. This sale was completed August 4, 1994, and resulted in a pretax gain of $61,743,000 ($38,126,000 after-tax). Since Telecom represented all of Questar's specialized mobile radio operations, these operations were disclosed as discontinued on Questar's financial statements. Prior financial statements were reclassified to present the discontinued operations as a single line on both the income statement and balance sheet. Losses subsequent to September 1993 were deferred until the sale was recorded. The closing price of Nextel's common stock on August 4, 1994, was $25.625 per share. The Company's investment in Nextel Communications has subsequently been adjusted to reflect a $21.125 per share closing price on September 30, 1994, which resulted in recording an unrealized loss in market value of $10,770,000, net of income tax benefits. Consolidated Results of Operations -- Consolidated revenues were higher in the third quarter of 1994 compared with the third quarter of 1993 due to increased exploration and production revenues from natural gas production and marketing, oil and natural gas liquids production, and due to increased natural gas transmission revenues from gas storage fees and collection of the firm-transportation reservation charges. Consolidated revenues for the nine months ended September 30, 1994, were lower than during the same period of 1993 primarily because reduced deliveries by natural gas distribution more than offset the increase reported by the exploration and production segment. Consolidated revenues increased in the 12 months ended September 30, 1994, compared with the prior year period primarily because of increased natural gas production and prices by the E&P group. Natural gas purchases were lower in the 9- and 12- month periods of 1994 compared with the same periods of 1993 because of less quantities of gas sold to residential and commercial customers by Mountain Fuel. The increase in third quarter 1994 gas purchases reflects expanded natural gas marketing activities. Operating and maintenance expenses were higher in the 3-, 9- and 12-month periods primarily due to increased production volumes and costs from the additional gas and oil properties being operated as a result of the property acquisitions. Another cause for higher expenses was the above-average growth in the number of distribution customers. Partially offsetting the increase was credit received by the E&P group from the recovery of injected gas in the Powell field and lower variable natural gas transmission costs. Depreciation and amortization increased in the periods ended September 30, 1994, because of increased natural gas and oil production and increased investment in property, plant and equipment by all lines of business. Other taxes were higher in the periods ended September 30, 1994, because of the increased production volumes. Interest and other income was higher in the 1994 nine-month period largely due to a working-gas carrying charge earned by Mountain Fuel as allowed by the PSCU beginning January 1994. In the 3- and 12- month periods of 1994, this increase was more than offset by higher losses from FuelMaker, an unconsolidated affiliate. Debt expense increased in the 1994 periods because of higher debt balances and short-term interest rates. The effective income tax rate for the nine months was 28.1% in 1994 and 28.3% in 1993. The Company recognized $8,438,000 of tight-sands gas production tax credits in the 1994 period and $8,351,000 in the 1993 period. The Company expects to recognize about $10,000,000 of tax credits in 1994 compared with $11,026,000 in 1993. Effective January 1, 1994, the Company recorded a liability for postemployment disability and health care benefits in compliance with the Statement of Financial Accounting Standards No. 112. The effect on net income was not significant since the majority of the $3,268,000 liability was offset with a regulatory asset because both Questar Pipeline and Mountain Fuel expect to include these costs in future rates. In the first half of 1994, the Company through an affiliate, converted $6,758,000 of loans receivable from FuelMaker to common equity resulting in an increase in ownership to 40% from 33%. FuelMaker reported losses of $1,725,000 in for the nine months ended September 30, 1994 and $1,067,000 for the same period in 1993. Liquidity and Capital Resources -- Operating Activities: Net cash provided from operating activities was $146,914,000 for the first nine months of 1994 compared with $149,031,000 for the same period of 1993. The decrease was primarily due to lower income from continuing operations and lower sources of cash from changes in the purchased gas cost balancing account. Investing Activities: Capital expenditures of $222,873,000 in the first nine months of 1994, were $134,285,000 higher than for the same period a year ago due largely to E&P property acquisitions. A comparison of capital expenditures for the first nine months of 1994 and 1993 plus an estimate for the calendar year 1994 are as follows: Estimated Actual 12 months Nine months Ended Ended September 30, Dec. 31, 1994 1993 1994 (In Thousands) Exploration and production $136,414 $29,305 $160,000 Natural gas transmission 42,065 25,994 57,000 Natural gas distribution 33,072 25,944 51,000 Other operations 11,322 7,345 15,000 $222,873 $88,588 $283,000 Capital expenditures in 1994 included purchases of oil and gas reserves and related properties by the E&P group as follows: (In Thousands) Purchase of properties from Petroleum Inc. $22,000 Purchase of Amax Oil and Gas Northern Division properties from Union Pacific Resources Corporation 74,500 Purchase of properties from BCO Inc. 13,000 $109,500 Financing Activities: The E&P group increased its borrowing by $51,000,000 to $95,000,000, mainly to fund 1994 property acquisitions. The proceeds were supplied from the existing production-based credit facility, which was expanded to $135,000,000. That borrowing arrangement was structured with a capacity of $100,000,000 long-term and $35,000,000 short-term. Mountain Fuel also borrowed $17,000,000 of 30-year notes with an interest rate of 8.12% in 1994. Questar plans to finance the remaining 1994 capital expenditures with cash flow from operations, short-term debt, and borrowings under the expanded production-based credit facility. In addition, Questar may issue common stock, or sell or monetize a portion of its investment in Nextel common stock to fund capital expenditures. Short-term borrowings at September 30, consisted of the following: 1994 1993 (In Thousands) Commercial paper $83,900 $36,000 Short-term bank loans 5,000 8,000 $88,900 $44,000 The Company had the capacity at September 30, 1994, to borrow an additional $51,100,000 under commercial paper agreements. Its affiliates had the capacity to borrow an additional $30,700,000 through short-term credit lines with banks. PART II OTHER INFORMATION Item 5. Other Information. During October of 1993, onsite remediation activities began on the Wasatch Chemical property owned by Entrada Industries, Inc. (Entrada) in Salt Lake City, Utah. Entrada is a wholly- owned subsidiary of Questar Corporation (Questar or the Company). The Wasatch Chemical property was the location of chemical operations conducted by Entrada's Wasatch Chemical division, which ceased operation in 1978. A portion of the property is located on the national priorities list, commonly referred to as the "Superfund" list. The remediation activities involve an in situ vitrification process that has been approved by local and federal agencies. The Company anticipates that the vitrification procedure will be completed by year-end 1995. Entrada has recorded all costs spent on the Wasatch Chemical problem and has accounted for all settlement proceeds, accruals, and insurance claims. It has received cash settlements from other parties, which together with accruals and insurance receivables, should be sufficient for future clean-up costs. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. QUESTAR CORPORATION (Registrant) November 10, 1994 /s/W. F. Edwards (Date) W. F. Edwards Senior Vice President and Chief Financial Officer (Duly authorized officer and principal financial officer)